Common use of Advancement and Repayment of Expenses Clause in Contracts

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In To the event extent that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition assumes the defense of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such actionclaim, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee against Director, Director agrees that Indemnitee he will reimburse the Company for all reasonable expenses paid by Company in defending any such action, claim, suit or proceeding against Director in the event and only to the extent that it shall be finally judicially adjudged that Director is not entitled to be indemnified by Company for such expenses under the provisions of the Indemnification Statute, the Articles, this Agreement or otherwise. (b) To the extent that the Company does not assume the defense of any action, claim, suit or proceeding against Director, Company shall advance to Director all reasonable expenses, including all reasonable 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 types customarily incurred in connection with defending, preparing to defend or investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in proceeding, within twenty days after the event and only receipt by Company of a statement or statements from Director requesting such advance or advances, whether prior to the extent it shall be ultimately determined by a or after final judicial decision (from which there is no right disposition of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Director and shall include or be preceded or accompanied by an undertaking by or on behalf of Director to repay all of such advance expenses advanced if it shall be finally judicially adjudged that Director is specifically approved by a majority of the Board of Directors or (ii) is a party not entitled to an action, suit or proceeding brought by the Company be indemnified against such expenses. Any advances and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations undertakings to the Company, or any other willful repay pursuant to this paragraph shall be unsecured and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholdersinterest free.

Advancement and Repayment of Expenses. (a) In If the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company shall advance to the Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) business days after receiving from Indemnitee copies of invoices presented to the Indemnitee for such expenses.; and (ba) The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that the Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company’s Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (cb) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to the Indemnitee in respect of any action arising from or based upon any of if the matters set forth in subsection (b) of Section 3 or if Indemnitee Indemnitee: (i) commences or is a party to any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which of Directors that alleges willful misappropriation of corporate assets by the Indemnitee, disclosure of confidential information in violation of the Indemnitee's ’s fiduciary or contractual obligations to the Company, Company or any other willful and deliberate breach in bad faith of the Indemnitee's ’s duty to the Company or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Certificate, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses.; and (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) business days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; and (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company's Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences or is a party to any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors Directors, or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 7(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee he will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, entitled under the provisions of the CodeDGCL, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff plaintiff; unless such advance is specifically approved by a majority of the Board of Directors Directors, or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which of Directors that alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's ’s fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's ’s duty to the Company Corporation or its shareholdersstockholders. (d) Notwithstanding anything contained herein, in the event any payment of Indemnifiable Liabilities would be deemed to violate the prohibitions against loans to directors or executive officers contained in Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 or any comparable rule or regulation, then the payment of such Indemnifiable Liabilities shall be restructured by Corporation in such a manner as may be determined by the reasonable business judgment of its disinterested directors to comply with the provisions of these regulations.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; and (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (ba) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (cb) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; and (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Corporation's Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate Corporation assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In If the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company shall advance to the Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) business days after receiving from Indemnitee copies of invoices presented to the Indemnitee for such expenses.; and (ba) The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that the Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company’s Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (cb) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to the Indemnitee in respect of any action arising from or based upon any of if the matters set forth in subsection (b) of Section 3 or if Indemnitee Indemnitee: (i) commences or is a party to any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which of Directors that alleges willful misappropriation of corporate assets by the Indemnitee, disclosure of confidential information in violation of the Indemnitee's ’s fiduciary or contractual obligations to the Company, Company or any other willful and deliberate breach in bad faith of the Indemnitee's ’s duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) b. Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the BylawsCertificate, the By-laws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; (b) b. Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Certificate, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses.; and (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board board of Directors directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board board of directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee Director/Officer employs his or his/her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to IndemniteeDirector/Officer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee Director/Officer for such expenses. (b) Indemnitee b. Director/Officer agrees that Indemnitee Director/Officer will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee Director/Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee Director/Officer is not entitled, under the provisions of the Code, the BylawsBy-laws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or Director/Officer if Indemnitee Director/Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by IndemniteeDirector/Officer, disclosure of confidential information in violation of IndemniteeDirector's/Officer's 5 fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of IndemniteeDirector's/Officer's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii7(b) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (bh) of Section 3 4 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's ’s fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's ’s duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company shall Corporation shall, to the fullest extent possible except as prohibited by law, advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal legal, expert and consultant fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten forty-five (1045) calendar days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) b. Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision adjudication (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Articles of Incorporation or Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation willful and deliberate breach in bad faith of Indemnitee's ’s fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's ’s duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee employs its or his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) b. Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for Corporation doe all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) In If the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company shall advance to the Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) business days after receiving from Indemnitee copies of invoices presented to the Indemnitee for such expenses.; and (ba) The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that the Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company’s Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. (cb) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to the Indemnitee in respect of any action arising from or based upon any of if the matters set forth in subsection (b) of Section 3 or if Indemnitee Indemnitee: (i) commences voluntarily initiated or brought, and not by way of defense, any actionProceeding, suit except those brought to establish or proceeding enforce a right to indemnification under this Agreement or any other statute or law or otherwise as a plaintiff required under applicable law, unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which of Directors that alleges willful misappropriation of corporate assets by the Indemnitee, disclosure of confidential information in violation of the Indemnitee's ’s fiduciary or contractual obligations to the Company, Company or any other willful and deliberate breach in bad faith of the Indemnitee's ’s duty to the Company or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Certificate, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses.; and (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or or· any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6 (b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the BylawsBy-laws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholdersstockholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company a. The Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, arbitral, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) expenses provided that the Corporation shall first receive an undertaking by or on behalf of Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee to repay such amount in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) b. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors of the Corporation; or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which of Directors of the Corporation that alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders; or (iii) has or will be reimbursed for such expenses under any D&O Insurance owned by the Corporation.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(i4(b)(i) through (iii) above, the Company shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. (c) Notwithstanding the foregoing, the Company shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 2 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the CodeDGCL, the Certificate, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses.; and (c) Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's ’s fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's ’s duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Indemnitee employs his or her own counsel pursuant to Sections 5(b)(iSection 6(b)(i) through (iii) above, the Company Corporation shall advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses.; and (b) b. Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Bylaws, this Agreement or otherwise, to be indemnified by the Company Corporation for such expenses. (c) c. Notwithstanding the foregoing, the Company Corporation shall not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation or its shareholders.

Advancement and Repayment of Expenses. (a) In the event that If Indemnitee employs his or his/her own counsel pursuant to Sections 5(b)(i) through (iii) abovecounsel, the Company shall cost of which is to be indemnified by the Corporation under Section 5, the Corporation will advance to Indemnitee, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, Indemnitee any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding proceeding. These expenses must be advanced before any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative and within ten (10) 10 days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (b) Indemnitee agrees that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in investigating or defending any civil or criminal action, suit or proceeding against Indemnitee in the event if, and only to the extent that, it shall be is ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, entitled to be indemnified by the Company Corporation for such expenses. (c) Notwithstanding the foregoing, the Company shall The Corporation is not be required to advance such expenses to Indemnitee in respect of any action arising from or based upon any of the matters set forth in subsection (b) of Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a plaintiff plaintiff, unless such advance is specifically approved by a majority of the Board Corporation's board of Directors directors or (ii) is a party to an action, suit or proceeding brought by the Company Corporation and approved by a majority of the Board Corporation's board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee's fiduciary or contractual obligations to the CompanyCorporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company Corporation, its affiliates, or its shareholders.