Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. The right to indemnification conferred in this Agreement shall include the right to be paid by the Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requires, an advancement of expenses incurred by Indemnitee in the capacity as a Director or an Officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal law, by or on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.

Right to Advancement of Expenses. The right to indemnification conferred in this Agreement shall include To the right to be paid extent not prohibited by law, the Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding shall as herein further provided reimburse Indemnitee, in advance of its final disposition (hereinafter an “advancement of expenses”); further provideddetermining Indemnitee’s entitlement to indemnification hereunder, however, that, if the Delaware Limited Liability Company Act requires, an advancement of for any expenses actually and reasonably incurred by Indemnitee in the capacity as a Director connection with investigating, defending, responding to, settling or an Officer (appealing any proceeding. Indemnitee shall also be entitled to reimbursement of any and not in any other capacity in which service was or is rendered all expenses actually and reasonably incurred by Indemnitee while a Director in preparing and submitting to the Company information to support requests for indemnification or an Officer including, without limitation, service to an employee benefit plan) advancement of expenses hereunder. Such advancement or reimbursement shall be made only upon delivery to within twenty (20) days after the receipt by the Company of (i) a written statement or statements requesting such advances or reimbursement (which shall include copies of invoices received by Indemnitee documenting with reasonable particularity the services for which such expenses were incurred but, in the case of invoices in connection with legal services, no references to legal work performed or to expenditures made shall be required that, in the reasonable judgment of Indemnitee’s counsel, would cause Indemnitee to waive any privilege accorded by applicable law) and (ii) upon request accompanied by such documentation and information as is reasonably available of the Company, an undertaking confirming Indemnitee’s obligation to Indemnitee and is reasonably necessary to determine whether repay the advancement of expenses if and to what the extent Indemnitee that it is entitled ultimately determined by a court of competent jurisdiction in a final judgment, not subject to indemnification and an undertakingappeal, if permitted by Federal law, by or on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company against such expenses. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Indemnitee agrees that, without limiting the Company’s right to seek further written confirmation from Indemnitee to such effect, the execution and delivery of this Agreement by Indemnitee shall constitute an undertaking by Indemnitee to repay to the Company any advance of expenses made by the Company if and to the extent (and only to the extent) that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company against such expenses. The right to advancement of expenses under this Section 6 shall continue until final disposition of any proceeding, including any appeal thereof. Notwithstanding the foregoing, Indemnitee shall not be entitled to advancement of expenses incurred in a proceeding commenced by Indemnitee for which indemnity is excluded pursuant to Section 10(b) of this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall make a determination with respect thereto within 20 days after receiving a request from Indemnitee for such advancement (but the Company shall not be required precluded from thereafter making such determination based on additional facts or information that becomes available to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Boardit).

Right to Advancement of Expenses. The right to indemnification conferred in Section 7.01 of this Agreement Article VII shall include the right to be paid by the Company corporation the reasonable expenses (including including, without limitation, attorneys’ feesfees and expenses) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act Business Corporation Law so requires, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified for such expenses under this Agreement, Section 7.02 or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce . The rights to indemnification or an and to the advancement of expenses, the Company expenses conferred in Sections 7.01 and 7.02 of this Article VII shall be required contract rights and such rights shall continue as to advance expenses an indemnitee who has ceased to Indemnitee be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing. Each person who shall act as an indemnitee of the corporation shall be deemed to be doing so in connection with a proceeding initiated reliance upon the rights provided by Indemnitee only if such proceeding was authorized by the Boardthis Article.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in this Agreement Section 7.01, an indemnitee shall include also have the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement of expenses”)); further provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be responsible for an advancement of expenses in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board; provided, further, however, that, if the Delaware Limited Liability Company Act requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer of the Corporation (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Section 7.01 and this Agreement, Section 7.02 or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.

Right to Advancement of Expenses. The right to indemnification conferred in Section 8.1 of this Agreement Article VIII shall include the right to be paid advancement by the Company the reasonable Corporation of any and all expenses (including including, without limitation, attorneys’ feesfees and expenses) incurred in defending any such proceeding Proceeding in advance of its final disposition (hereinafter an “advancement Advancement of expensesExpenses”); further provided, however, that, if the Delaware Limited Liability Company Act DGCL so requires, an advancement Advancement of expenses Expenses incurred by an Indemnitee in the his or her capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer includingsuch Indemnitee, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 8.2 only upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal lawundertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Agreement, or otherwise, Section 8.2. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 8.2 is not subject to the satisfaction of any standard of conduct and provided further is not conditioned upon any prior determination that except as provided in Indemnitee is entitled to indemnification under Section 2 8.1 of this Agreement Article VIII with respect to proceedings seeking the related Proceeding or the absence of any prior determination to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Boardcontrary.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in this Agreement Section XI(A), an indemnitee shall include also have the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article XI (which shall be governed by Section XI(C)) (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer of the Corporation (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect entitled to proceedings seeking to enforce rights to indemnification or an advancement of expenses under Section XI(A) and Section XI(B). As used in this Article XI, “expenses” shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the Company shall be required to advance expenses to Indemnitee types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a proceeding, or responding to, or objecting to, a request to provide discovery in any proceeding. Expenses also shall include expenses incurred in connection with any appeal resulting from any proceeding initiated and any federal, state, local or foreign taxes imposed on the indemnitee as a result of the actual or deemed receipt of any payments under this Certificate of Incorporation, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee only if such proceeding was authorized by indemnitee or the Boardamount of judgments or fines against indemnitee.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 1 of this Agreement Article VIII, an indemnitee shall include also have the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VIII (which shall be governed by Section 3 of this Article VIII) (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requires, an any advancement of expenses incurred by Indemnitee hereunder in the capacity as a Director or an Officer (and not in connection with any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer including, without limitation, service to an employee benefit plan) such proceeding shall be made only solely upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch indemnitee, to repay all amounts so advanced if it shall ultimately be determined that Indemnitee such indemnitee is not entitled to be indemnified under in connection with such proceeding. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 4 of this AgreementSection Article VIII, or otherwise, and provided further that except as provided in no advance shall be made by the Corporation pursuant to this Section 2 to an officer of this Agreement the Corporation with respect to proceedings seeking any action or omission occurring prior to enforce rights the effectiveness of these Bylaws (except by reason of the fact that such officer is or was a director of the Corporation in which event this sentence shall not apply) in any proceeding if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to indemnification the proceeding, or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only (ii) if such proceeding was authorized quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the Boardfacts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.

Right to Advancement of Expenses. The right to indemnification conferred in this Agreement shall include To the right to be paid extent not prohibited by law, the Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding shall as herein further provided reimburse Indemnitee, in advance of its final disposition (hereinafter an “advancement of expenses”); further provideddetermining Indemnitee’s entitlement to indemnification hereunder, however, that, if the Delaware Limited Liability Company Act requires, an advancement of for any expenses actually and reasonably incurred by Indemnitee in the capacity as a Director connection with investigating, defending, responding to, settling or an Officer (appealing any proceeding. Indemnitee shall also be entitled to reimbursement of any and not in any other capacity in which service was or is rendered all expenses actually and reasonably incurred by Indemnitee while a Director in preparing and submitting to the Company information to support requests for indemnification or an Officer including, without limitation, service to an employee benefit plan) advancement of expenses hereunder. Such advancement or reimbursement shall be made only upon delivery to within twenty (20) days after the receipt by the Company of (i) a written statement or statements requesting such advances or reimbursement (which shall include copies of invoices received by Indemnitee documenting with reasonable particularity the services for which such expenses were incurred but, in the case of invoices in connection with legal services, no references to legal work performed or to expenditures made shall be required that, in the reasonable judgment of Indemnitee’s counsel, would cause Indemnitee to waive any privilege accorded by applicable law) and (ii) upon request accompanied by such documentation and information as is reasonably available of the Company, an undertaking confirming Indemnitee’s obligation to Indemnitee and is reasonably necessary to determine whether repay the advancement of expenses if and to what the extent Indemnitee that it is entitled ultimately determined by a court of competent jurisdiction in a final judgment, not subject to indemnification and an undertakingappeal, if permitted by Federal law, by or on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified under this Agreementby the Company against such expenses. Advances shall be unsecured, or otherwiseinterest free and without regard to Indemnitee’s ability to repay the expenses. Indemnitee agrees that, without limiting the Company’s right to seek further written confirmation from Indemnitee to such effect, the execution and provided further that except as provided in Section 2 delivery of this Agreement with respect by Indemnitee shall constitute an undertaking by Indemnitee to proceedings seeking repay to enforce rights the Company any advance of expenses made by the Company if and to indemnification or an the extent (and only to the extent) that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company against such expenses. The right to advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.under this

Right to Advancement of Expenses. The right to indemnification conferred in section 1 of this Agreement Article shall include the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the Delaware Limited Liability Company Act General Corporation Law requires, an advancement of expenses incurred by an Indemnitee in the his capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal law, 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 that such Indemnitee is not entitled to be indemnified for such expenses under this Agreement, Section 2 or otherwise. Such undertaking shall be an unlimited, unsecured general obligation of the Indemnitee, and provided further that except as provided shall be accepted without reference to such Indemnitee’s ability to make repayment. The rights to indemnification and to the advancement of expenses conferred in Section Sections 1 and 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company Article shall be required contract rights and such rights shall continue as to advance expenses an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of any of the provisions of this Article shall not adversely affect any right or protection of an Indemnitee in connection with a proceeding initiated by Indemnitee only if existing at the time of such proceeding was authorized by the Boardrepeal or modification.

Right to Advancement of Expenses. The right Without regard to Indemnitee’s ultimate entitlement to indemnification conferred under other provisions of this Agreement, the Company shall pay the Expenses as incurred by Indemnitee or reimburse Indemnitee for his or her payment of such Expenses in this Agreement shall include connection with any Proceeding within thirty days after the right to be paid Company receives a written request for advancement of expenses. If the DGCL so requires, advancement of Expenses by the Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requires, an advancement of expenses incurred by Indemnitee in the capacity as a Director or an Officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer including, without limitation, service to an employee benefit plan) under this section 7 shall be made only upon delivery to the Company of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted . Such undertaking shall constitute Indemnitee’s agreement that (a) he or she shall repay the Expenses advanced by Federal law, by or on behalf of Indemnitee, the Company to repay all amounts so advanced if it shall the extent that a final judicial decision from which there is no further right to appeal ultimately be determined determines that Indemnitee is not entitled to be indemnified under this Agreementby the Company and (b) that, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an consideration for the advancement of such expenses, the Company may, at its sole discretion, select counsel for Indemnitee as provided in subsection 7.2, assume the defense or otherwise participate in the defense of such Proceeding. Advancement of Expenses pursuant to this section 7 shall be required unsecured and interest free. The Company shall advance Expenses without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Company’s obligation to advance expenses shall include any and all reasonable Expenses incurred pursuing an action to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized enforce Indemnitee’s right to advancement of Expenses, including Expenses incurred preparing and forwarding statements to the Company to support the advancement claimed. This section 7 shall not apply to Indemnitee’s claim for any Expenses for which indemnity is excluded pursuant to section 6. Nothing herein shall be construed to limit the Company’s right to seek damages, including the full amount of the Expenses paid by the BoardCompany hereunder, from Indemnitee.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in this Agreement Section 7.01, an indemnitee shall include also have the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03) (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer of the Corporation (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of a signed, written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under this Agreement, Sections 7.01 and 7.02 or otherwise. Notwithstanding the foregoing, and provided further that except as the Corporation shall have no obligation to make any payment provided in this Section 2 7.02 in the event the Board of this Agreement with respect Directors determines, in good faith, that the indemnitee seeking advancement of expenses has engaged in fraud or criminal conduct relating to proceedings the subject matter of the proceeding in which the indemnitee is seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.

Right to Advancement of Expenses. The right to indemnification conferred in Section 2 of this Agreement ARTICLE EIGHT shall include the right to be paid advancement by the Company the reasonable Corporation of any and all expenses (including including, without limitation, attorneys’ feesfees and expenses) incurred in defending any such proceeding Proceeding in advance of its final disposition (hereinafter an “advancement Advancement of expensesExpenses”); further provided, however, that, if the Delaware Limited Liability Company Act General Corporation Law so requires, an advancement Advancement of expenses Expenses incurred by an Indemnitee in the his or her capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer includingsuch Indemnitee, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 3 only upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal lawundertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Agreement, or otherwise, Section 3. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 3 is not subject to the satisfaction of any standard of conduct and provided further is not conditioned upon any prior determination that except as provided in Indemnitee is entitled to indemnification under Section 2 of this Agreement ARTICLE EIGHT with respect to proceedings seeking the related Proceeding or the absence of any prior determination to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Boardcontrary.

Right to Advancement of Expenses. The right to indemnification conferred in this Agreement shall include the right to be paid by the Company the reasonable expenses Director and Officer (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware Limited Liability Company Act requires, an advancement of expenses incurred by Indemnitee in the capacity as a Director or an Officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal law, by or on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.

Right to Advancement of Expenses. The right to indemnification conferred in this Agreement Section 8.1 shall include the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ 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”); further provided, however, that, if the Delaware Limited Liability Company Act DGCL requires, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified for such expenses under this AgreementSection 8 or otherwise. Notwithstanding the foregoing, unless such right is acquired other than pursuant to this Section 8, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the Corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (a) by the Board of Directors by a majority vote of the disinterested directors, even though less than a quorum, or otherwise(b) by a committee of disinterested directors designated by majority vote of the disinterested directors, even though less than a quorum, or (c) if there are no disinterested directors or the disinterested directors so direct, by independent legal counsel in a written opinion to the Board of Directors, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and provided further convincingly that except as provided such person acted in Section 2 bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the BoardCorporation.

Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Agreement Article Sixth shall include the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the Delaware Limited Liability Company Act DGCL requires, an advancement of expenses incurred by an Indemnitee in the his capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking, if permitted by Federal law, 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 fight to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Agreement, Section 2 or otherwise. Such undertaking shall be an unlimited, unsecured general obligation of the Indemnitee, and provided further that except as provided shall be accepted without reference to such Indemnitee’s ability to make repayment. The rights to indemnification and to the advancement of expenses conferred in Section Sections 1 and 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company Article Sixth shall be required contract fights and such rights shall continue as to advance expenses an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of any of the provisions of this Article Sixth shall not adversely affect any right or protection of an Indemnitee in connection with a proceeding initiated by Indemnitee only if existing at the time of such proceeding was authorized by the Boardrepeal or modification.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in this Agreement Section 7.01, an indemnitee shall include also have the right to be paid by the Company Corporation the reasonable expenses (including attorneys’ fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement of expenses”). Such advancement shall be unconditional, unsecured and interest free and shall be made without regard to indemnitee’s ability to repay any expenses advanced; further provided, however, that, if the Delaware Limited Liability Company Act requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by Indemnitee an indemnitee in the his or her capacity as a Director director or an Officer officer (and not in any other capacity in which service was or is rendered by Indemnitee while a Director or an Officer such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an unsecured undertaking (hereinafter an “undertaking, if permitted by Federal law”), by or on behalf of Indemniteesuch 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 Indemnitee such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under this Agreement, Sections 7.01 and 7.02 or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.