Common use of Expense Advances Clause in Contracts

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

Expense Advances. Except as set forth in Section 4.2Notwithstanding any provision of this Agreement to the contrary (other than Sections 13(d) and (e)), the Company will, if requested by Indemnitee, advanceshall make Expense Advances, to the fullest extent permitted not prohibited by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Claim (or any part of any Claim) not initiated by Indemnitee, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by the Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after its final disposition)disposition of any Claim. Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will be subject to repay the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(e), or under provisions advances shall include any and all Expenses incurred pursuing an action to enforce this right of the Articles or otherwise. Each Expense Advance will be unsecured advancement, including Expenses incurred preparing and interest free and will be made by forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (hereinafter an “Undertaking”), in a form satisfactory without interest) to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if extent that it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 3 shall not apply to any claim made by Indemnitee for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action which indemnity is excluded pursuant to enforce the right of advancement provided for in this Article 4Section 10.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an pursing any action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section SECTION 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”"EXPENSE ADVANCE") any and all Expenses actually paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s 's right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee's ability to repay the Supervisory BoardExpense Advance; providedPROVIDED, howeverHOWEVER, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an affirmation of Indemnitee's good faith belief that Indemnitee has met the standard of conduct necessary for such indemnification and an undertaking (hereinafter hereinafter, collectively, an “Undertaking”"UNDERTAKING"), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TBCA, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article ARTICLE 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2To the extent not prohibited by law, the Company will, if requested by Indemnitee, advance, to shall advance the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct proceeding, and will such advancement shall be made without regard to Indemnitee’s ultimate entitlement to indemnification under within 20 business days after the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made receipt by the Company upon of a resolution statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the Supervisory Boardinvoice); provided, however, that Indemnitee has provided the Company with an undertaking to repay all Expense Advance will be made only upon delivery Advances if and to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if extent that it is ultimately determined, by final and binding judgment determined by a court or arbitratorof competent jurisdiction in a final judgment, as applicable, from which there is no further right not subject to appeal, that Indemnitee is not entitled to be indemnified for by the Company and such Expenses under undertaking remains in effect. Expense Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Articles or Applicable LawExpense Advances. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce the Indemnitee’s right to indemnification under this Agreement or otherwise, and this right of advancement provided advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The right to Expense Advances under this Section 3(a) shall continue until final disposition of any proceeding, including any appeal therein. This Section 3(a) shall not apply to any claim made by Indemnitee for in this Article 4which indemnity is excluded pursuant to Section 9(b).

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the NRS, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the NRS, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as in the circumstances set forth in Section 4.22.4 and subject to Article 5, the Company Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Legal Action Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of Corporation without regard to Indemnitee’s ability to repay the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable LawAdvance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 43, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except as set forth in Section 4.2, the Company Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of Corporation without regard to Indemnitee’s ability to repay the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery Advance. Indemnitee hereby undertakes to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if if, and to the extent that, it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Constituent Documents, the DGCL, this Agreement or Applicable Lawotherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed, and (ii) notwithstanding anything herein to the contrary, any advance of expenses provided for in Section 8.4.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or By-laws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Companyfullest extent permitted by law, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, By-laws, the DGCL, this Agreement or Applicable Lawotherwise. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of Corporation without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company Corporation of an a written undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Constituent Documents, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Companyfullest extent permitted by law, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except Notwithstanding any provision of this Agreement to the contrary (except as set forth in Section 4.2), the Company will, if requested by Indemnitee, Corporation shall advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of Corporation without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company Corporation of an a written undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Constituent Documents, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed.

Expense Advances. Except as set forth Subject to Section 6(b), Indemnitee shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in Section 4.2his or her defense. In selecting counsel, the Company willexperts and consultants, if requested by Indemnitee, advance, Indemnitee shall consider whether his or her interests reasonably permit him or her to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection retain such persons along with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Boardindemnitees; provided, however, that this Agreement shall not require such joint retentions. If so requested by Indemnitee, the Company shall, prior to termination of a Proceeding, advance to Indemnitee (within thirty (30) days of such request) any and all Expenses for fees and costs of attorneys, experts, investigators, consultants, and reimbursable witness costs, incurred in connection with a Proceeding (an “Expense Advance will be made only Advance”). The Indemnitee shall qualify for such Expense Advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance Advances if and to the extent that it is ultimately determined, by final and binding judgment determined by a court or arbitratorof competent jurisdiction in a final judgment, as applicable, from which there is no further right not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Indemnitee’s obligation to reimburse the Company for such Expenses under the Articles Expense Advances shall be unsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 42(f).

Expense Advances. Except as set forth in Section 4.2‎4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of an a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TCL and a written undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TCL or is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TCL this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4‎Article IV, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TBCA, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the The Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after Proceeding until its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or By-laws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Companyfullest extent permitted by law, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, By-laws, the DGCL, this Agreement or Applicable Lawotherwise. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if If so requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, Corporation shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid within thirty (30) calendar days after the receipt by the Corporation of a statement or incurred by statements from Indemnitee in connection with any Legal Action (requesting such advance or advances from time to time, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will be subject to repay the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementAgreement except in the case of Proceedings solely with respect to items described in Section 4(c) (2), (3) or under provisions of (4). The Indemnitee shall qualify for advances solely upon the Articles or otherwise. Each Expense Advance will be unsecured execution and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertaking”), in a form and substance reasonably satisfactory to the Company, by or on behalf of Indemnitee, Corporation providing that the Indemnitee undertakes to immediately repay such Expense Advance the advances if and to the extent that it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, determined that Indemnitee is not entitled to be indemnified by the Corporation. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4(b) below, any determination made by the Reviewing Party as defined in Section 3 below that Indemnitee would not be permitted to be indemnified hereunder shall not be binding and Indemnitee shall not be required to reimburse the Corporation for such Expenses under the Articles or Applicable Law. An Expense eligible for an any Expense Advance will include any until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation for Expense Advances shall be unsecured and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4no interest shall be charged thereon.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, Bylaws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed. No amounts advanced hereunder shall be deemed an extension of credit by the Company to Indemnitee.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition)Proceeding. Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or By-Laws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of an this Agreement, which shall constitute Indemnitee’s undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, fullest extent permitted by or on behalf of Indemnitee, law to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, By-Laws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce No other form of undertaking shall be required other than the right execution of advancement provided for in this Article 4Agreement.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”"EXPENSE ADVANCE") any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s 's right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee's ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”"UNDERTAKING"), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TBCA, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or By-laws or otherwise. Each Expense Advance will be unsecured and interest interest-free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Companyfullest extent permitted by law, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, By-laws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce No other form of undertaking shall be required other than the right execution of advancement provided for in this Article 4Agreement.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “"Expense Advance”") any and all Expenses actually paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s 's right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee's ability to repay the Supervisory BoardExpense Advance; provided, however, that that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of an affirmation of Indemnitee's good faith belief that Indemnitee has met the standard of conduct necessary for such indemnification and an undertaking (hereinafter hereinafter, collectively, an “"Undertaking”"), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TBCA, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles Certificate or By-laws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon execution and delivery to the Company of this Agreement, which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Companyfullest extent permitted by law, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles Certificate, By-laws, the DGCL, this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce No other form of undertaking shall be required other than the right execution of advancement provided for in this Article 4Agreement.

Expense Advances. Except as set forth in Section 4.2, Indemnitee shall have the right to advancement by the Company will, if requested by Indemnitee, advance, prior to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter final adjudication of any Proceeding arising from an “Expense Advance”) Indemnifiable Event of any and all Expenses paid or incurred by Indemnitee in connection with which relate to, arise out of or result from any Legal Action Indemnifiable Event. If so requested by Indemnitee, the Company shall advance (whether prior within thirty (30) days of such request) any and all Expenses to or after its final dispositionIndemnitee (an “Expense Advance”). Indemnitee’s right to each The Indemnitee shall qualify for such Expense Advance will be subject to Advances upon the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct execution and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided, however, that an Expense Advance will be made only upon delivery to the Company of this Agreement which shall constitute an undertaking (hereinafter an “Undertaking”), in a form satisfactory providing that the Indemnitee undertakes to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance Advances if and to the extent that it is ultimately determined, by final and binding judgment determined by a court or arbitratorof competent jurisdiction in a final judgment, as applicable, from which there is no further right not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. Indemnitee’s obligation to reimburse the Company for such Expenses under Expense Advances shall be unsecured and no interest shall be charged thereon. Advances shall be made without regard to Indemnitee’s ability to repay the Articles expenses. Notwithstanding the foregoing, the Company shall not be obligated to pay Expense Advances for the prosecution or Applicable Law. An Expense eligible defense of any claim made by Indemnitee for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action which indemnification is excluded pursuant to enforce the right of advancement provided for in this Article 4Section 2(b) above.

Expense Advances. Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Lawlaw, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Legal Action Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of without regard to Indemnitee’s ability to repay the Supervisory BoardExpense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of an a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TCL and a written undertaking (hereinafter an “Undertaking”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TCL or is not entitled to be indemnified for such Expenses under the Articles Articles, Bylaws, the TCL this Agreement or Applicable Lawotherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4IV, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed.