Common use of Advance Payment of Expenses; Notification and Defense of Claim Clause in Contracts

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within five business days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within five business days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within five business Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Company Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the Company shall indemnify and hold harmless Indemnitee against andobligation of the Corporation to advance Expenses pursuant to this Section 5, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the Bylawscondition that, if, when and to the extent that the Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation shall be reimbursed within sixty (y60) recovery under any directors’ and officers’ liability insurance policies maintained days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Company, regardless in each case of whether Indemnitee ultimately is determined Corporation pursuant to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may bethis Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall return, without interest, not be required to reimburse the Corporation for any such advance of expenses Expenses until a final judicial determination is made with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedall rights of appeal therefrom have been exhausted or lapsed).

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b4(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding. The Company shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be not opposed to the best interests of the Company or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The initial determination of whether any advance of expenses under this Section 3(a) is permissible shall be made, at the election of the Indemnitee, (i) by a majority vote of the disinterested directors not parties to such proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) by independent legal counsel selected by Indemnitee with reasonable approval of an officer duly authorized by the Board of Directors (such approval to be limited to such legal counsel’s independence), or (iv) by the stockholders. The reasonable fees and expenses of any special legal counsel engaged to determine the permissibility of advance of expenses shall be borne by the Company. The payment of expenses incurred by an Indemnitee in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking from such Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 3(a) or otherwise. Expenses authorized under this Section 3(a) shall be paid within five business thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b4(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding. The Company shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be not opposed to the best interests of the Company or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The initial determination of whether any advance of expenses under this Section 3(a) is permissible shall be made, at the election of the Indemnitee, (i) by a majority vote of the disinterested directors not parties to such proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) by independent legal counsel selected by Indemnitee with reasonable approval of a majority of the disinterested directors not parties to such proceeding or an officer duly authorized by the Board of Directors (such approval to be limited to such legal counsel’s independence), or (iv) by the stockholders. The reasonable fees and expenses of any special legal counsel engaged to determine the permissibility of advance of expenses shall be borne by the Company. The payment of expenses incurred by an Indemnitee in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking from such Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 3(a) or otherwise. Expenses authorized under this Section 3(a) shall be paid within five business thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within five business Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Company Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the Company obligation of the Corporation to advance Expenses pursuant to this Section 5 shall indemnify be subject to the condition that, if, when and hold harmless to the extent that the Corporation determines that Indemnitee against andwould not be permitted to be indemnified under applicable law, if requested by Indemnitee, the Corporation shall reimburse Indemnitee for, or advance to Indemnitee, be reimbursed within five business sixty (60) days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanceddetermination, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely (who hereby agrees to be reimburse the Corporation) for such amounts previously paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of Corporation pursuant to this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may beSection 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall return, without interest, not be required to reimburse the Corporation for any such advance of expenses Expenses until a final judicial determination is made with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedall rights of appeal therefrom have been exhausted or lapsed).

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within five business Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Company of Corporation of: (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege); and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the Company shall indemnify and hold harmless Indemnitee against andobligation of the Corporation to advance Expenses pursuant to this Section 5, if requested by Indemniteeits Articles of Incorporation, its Bylaws or otherwise, shall reimburse be subject to the condition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee forwould not be permitted to be indemnified under applicable law (including applicable federal or state banking laws or regulations including, without limitation, 12 C.F.R. Part 359 or advance to Indemniteeany successor provisions), the Corporation may terminate further advances of Expenses and shall be reimbursed within five business sixty (60) days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanceddetermination, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely (who hereby agrees to be reimburse the Corporation) for such amounts previously paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of Corporation pursuant to this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may beSection 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall return, without interest, not be required to reimburse the Corporation for any such advance of expenses Expenses until a final judicial determination is made with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedall rights of appeal therefrom have been exhausted or lapsed).

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within five business days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, Agreement or the BylawsArticles of Association, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending connection with a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within five business days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, Agreement or the BylawsArticles of Association, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ feesIn the event that the Company does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Company receives notice under this Agreement, any expenses incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b5(c), shall be paid by the Company to Indemnitee in advance of the final disposition of such action, suit Proceeding or proceeding within five business enforcement action as soon as practicable but in any event no later than thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, which shall be accompanied by such non-privileged information as is available to the Indemnitee and reasonably necessary to document such expenses, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the obligation of the Company to advance expenses pursuant to this Section 4 or otherwise, shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, be reimbursed within five business sixty (60) days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanceddetermination, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely (who hereby agrees to be reimburse the Company) for such amounts previously paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of pursuant to this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may beSection 4; provided, however, that if Indemnitee has commenced or thereafter commences proceedings in arbitral tribunal referred to in Section 17 herein to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall return, without interest, not be required to reimburse the Company for any such advance of expenses until a determination is made by the arbitral tribunal with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedany rights of appeal therefrom have been exhausted or lapsed).

Advance Payment of Expenses; Notification and Defense of Claim. (a) Any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within five business Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Company Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company Corporation as authorized by this Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the Company shall indemnify and hold harmless Indemnitee against andobligation of the Corporation to advance Expenses pursuant to this Section 5, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the Bylawscondition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation may terminate further advances of Expenses and shall be reimbursed within sixty (y60) recovery under any directors’ and officers’ liability insurance policies maintained days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Company, regardless in each case of whether Indemnitee ultimately is determined Corporation pursuant to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may bethis Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall return, without interest, not be required to reimburse the Corporation for any such advance of expenses Expenses until a final judicial determination is made with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedall rights of appeal therefrom have been exhausted or lapsed).

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceedingProceeding, or in connection with an enforcement action pursuant to Section 5(b6(b), shall be paid by the Company Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within five business Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Company Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company Corporation as authorized by this Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of Notwithstanding the foregoing, the Company shall indemnify and hold harmless Indemnitee against andobligation of the Corporation to advance Expenses pursuant to this Section 5, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the Bylawscondition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation may terminate further advances of Expenses and shall be reimbursed within sixty (y60) recovery under any directors’ and officers’ liability insurance policies maintained days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Company, regardless in each case of whether Indemnitee ultimately is determined Corporation pursuant to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may bethis Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall return, without interest, not be required to reimburse the Corporation for any such advance of expenses Expenses until a final judicial determination is made with respect thereto (or portion thereof) which remains unspent at the final disposition of the claim as to which the advance relatedall rights of appeal therefrom have been exhausted or lapsed).