Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 7, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 1 of this Article 7, an indemnitee IV shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any Proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter hereinafter, an “advancement "Advancement of expenses”Expenses"); providedPROVIDED, howeverHOWEVER, that, if the Delaware General Corporation Law requires, an advancement Advancement of expenses Expenses incurred by an indemnitee Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemniteeIndemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter hereinafter, an “undertaking”"Undertaking"), by or on behalf of such indemniteeIndemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter hereinafter, a “final adjudication”"Final Adjudication") that such indemnitee Indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7ARTICLE VIII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 1 of this Article 7, an indemnitee IV shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any Proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter hereinafter, an “advancement "Advancement of expenses”Expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement Advancement of expenses Expenses incurred by an indemnitee Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemniteeIndemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter hereinafter, an “undertaking”"Undertaking"), by or on behalf of such indemniteeIndemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter hereinafter, a “final adjudication”"Final Adjudication") that such indemnitee Indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 78.1, an indemnitee a Covered Person shall also have the right to be paid by the Corporation the expenses (including attorney’s including, without limitation, attorneys’ fees) incurred in defending defending, testifying, or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law (“DGCL”) requires, an advancement of expenses incurred by an indemnitee a Covered Person in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemniteeCovered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemniteeCovered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee Covered Person is not entitled to be indemnified for such expenses under Section 7.1 this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 paragraph (a) of this Article 7, an indemnitee Section 2 shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7VIII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 of this Article 7, an indemnitee 5.1 shall also have include the right to be paid by the Corporation the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law GCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 5.2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 (b) of this Article 7SEVENTH, an indemnitee shall also to the fullest extent not prohibited by the DGCL have the right to be paid by the Corporation the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 (c) of Article SEVENTH or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 7.01 of this Article 7these By-Laws, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General law of the state of incorporation of the Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7ARTICLE IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 6.1 of this Article 76, an indemnitee shall also have the right to be paid by the Corporation corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 6.2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 71, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7VII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 710.1, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 10.2 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 1 of this Article 7, an indemnitee VIII shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law or any other applicable law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 paragraph 1 of this Article 7VI, an indemnitee Indemnitee shall also have the right to be paid by the Corporation Company the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement Advancement of expensesExpenses”); provided, however, that, if the Delaware General Corporation Law Act requires, an advancement Advancement of expenses Expenses incurred by an indemnitee Indemnitee in his or her such Person’s capacity as a director member, Manager, or officer Officer of the Company (and not in any other capacity in which service was or is rendered by such indemniteeIndemnitee, including, without limitation, service with respect to an employee benefit plan) shall be made only upon delivery to the Corporation Company of an undertaking (hereinafter an “undertakingUndertaking”), by or on behalf of such indemniteeIndemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudicationFinal Adjudication”) that such indemnitee Indemnitee is not entitled to be indemnified for such expenses under Section 7.1 this paragraph 2 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 paragraph (a) of this Article 7, an indemnitee Section shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 of this Article 7, an indemnitee shall also have include the right to be paid by the Corporation Company the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law LLC Act requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 7.2 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 of this Article 76.1 shall include, an indemnitee shall also have to the extent permitted by law, the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 of this Article 7, an indemnitee 9.02 hereof shall also have include the right to be paid by the Corporation the expenses (including attorney’s feesincluding, without limitation, attorneys' fees and expenses) incurred in defending any such proceeding Proceeding in advance of its final disposition (hereinafter an “advancement "Advancement of expenses”Expense"); provided, however, that, if the Delaware General Corporation Law so requires, an advancement Advancement of expenses Expenses incurred by an indemnitee Indemnitee in his or her capacity as a director director, officer, employee or officer agent (and not in any other capacity in which service was or is rendered by such indemniteeIndemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”"Undertaking"), by or on behalf of such indemniteeIndemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”"Final Adjudication") that such indemnitee Indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.9.03

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 7.01 of this Article 7these Bylaws, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s 's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “"advancement of expenses”"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “"undertaking”"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “"final adjudication”") that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7ARTICLE VIII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 76.01, an indemnitee shall shall, to the fullest extent not prohibited by law, also have the right to be paid by the Corporation the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under Section 7.1 this Article 6 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 78.1 above, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 8.2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7ARTICLE VIII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s 's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “"advancement of expenses”"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “"undertaking”"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “"final adjudication”") that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7ARTICLE IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s feesfees and disbursements) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7, an indemnitee XI. a Covered Person shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); ): provided, however, that, if the Delaware General Corporation Law DGCL requires, an advancement of expenses incurred by an indemnitee a Covered Person in his or her capacity as a director or an officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemniteeCovered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, Covered Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee Covered Person is not entitled to be indemnified for such expenses under this Section 7.1 2 of this Article XI or otherwise. No Covered Person will be required to post any bond or provide any other security with respect to any such undertaking.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 7.01 of this Article 7these Bylaws, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 7.1 of this Article 7, an indemnitee 6.1 shall also have include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 1 of this Article 7VII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s 's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “"advancement of expenses”"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “"undertaking”"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “"final adjudication”") that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1 of this Article 78.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.1 or otherwise.