Common use of Indemnification and Expense Advancement Clause in Contracts

Indemnification and Expense Advancement. a. The Company shall indemnify Indemnitee and hold Indemnitee harmless to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as soon as practicable but in any event no later than 30 days after written demand is presented to the Company, from and against any and all Indemnifiable Liabilities. Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which Special Counsel is involved) that Indemnitee is not permitted to be indemnified under applicable law. Nothing contained in this Agreement shall require any determination under this Section 2(a) to be made by the Reviewing Party prior to the disposition or conclusion of the Claim against the Indemnitee.