Common use of Advancement of Expenses and Costs Clause in Contracts

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by --------------- the Company, and in any event Indemnitors in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company Indemnitors of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Indemnitors's obligation to provide an Expense Advance is subject to the following conditions: (i) if the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of the Indemnitors (and not in any other capacity in which Indemnitee rendered service, including service to any related company), then the Indemnitee or his representative shall have executed and delivered to the Indemnitors an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Indemnitors such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Indemnitors and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only claim is delivered to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)Indemnitors, Indemnitee may, but the burden of proving such defense shall be on the Company. Neither the failure need not, at any time thereafter bring suit against any of the Company (including its Board of Directors, its independent legal counsel and its stockholders) Indemnitors to have made a determination prior to recover the commencement of such action that indemnification unpaid amount of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty five (5) business days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 five (5) business days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to any action brought by Indemnitee in respect of the action Company's obligation to advance payment for coverage of Expenses or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on reasonable expenses (including --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be attorneys' fees) and costs incurred by Indemnitee within three monthsin preparing to serve or serving as a witness or in investigating, defending, or appealing any threatened, pending or completed civil or criminal action, suit or proceeding, administrative or investigative, described in Section 2 hereof and not excluded by clauses (i) or (ii) of Section 2(d), or in connection with any Proceeding a judicial determination or determination in arbitration pursuant to Section 4(e) or 5 hereof, shall be paid promptly by the Company, and in any event Company (in advance of the final disposition of such Proceeding action, suit or proceeding) at the request of Indemnitee within sixty 20 days after the receipt by the Company from the Indemnitee of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses reasonably evidencing the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith therewith, and shall include averring that they do not relate to matters described in the aforesaid clauses (i) or be accompanied by (ii) of Section 2(d), together with a written undertaking by or on behalf of Indemnitee to repay such amount if it shall is ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to against such expenses and costs by the terms of Company as provided by this Agreement, the Company's Certificate of Incorporation or By-Laws, applicable law or otherwise. The Except when such advances relate to service as a witness only, the Board of Directors shall make a determination in the specific case regarding Indemnitee's entitlement to such advancements of expenses and costs within 14 days after receipt of the aforesaid statement and undertaking. In the event the Board of Directors determines not to so pay Indemnitee's expenses and costs, Indemnitee shall be entitled, at Indemnitee's option, to a judicial determination or determination in arbitration Indemnitee's right to indemnification such advancement of advances expenses and costs as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholdersSection 4(e) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conducthereof.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding or investigation (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event Company in advance of the final disposition of such Proceeding action, suit, proceeding or investigation at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Company's obligation to provide an Expense Advance is subject to the following conditions: (a) if the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of, or in any other capacity on behalf of, the Company or any Related Company, then the Indemnitee or his representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (b) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Company such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (c) Indemnitee shall furnish, upon request by the director or officer in Company and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by such claim is delivered to the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (butIndemnitee may, in the case of but need not, at any such amendment, only to the extent that such amendment permits time thereafter bring suit against the Company to provide broader indemnification rights than said law permitted recover the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure unpaid amount of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation LawLaw ("NGCL"), as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation LawNGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General New York Business Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General New York Business Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event Indemnitors in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company Indemnitors of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Indemnitors's obligation to provide an Expense Advance is subject to the following conditions: (i) if the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of the Indemnitors (and not in any other capacity in which Indemnitee rendered service, including service to any related company), then the Indemnitee or his representative shall have executed and delivered to the Indemnitors an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Indemnitors such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Indemnitors and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only claim is delivered to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)Indemnitors, Indemnitee may, but the burden of proving such defense shall be on the Company. Neither the failure need not, at any time thereafter bring suit against any of the Company (including its Board of Directors, its independent legal counsel and its stockholders) Indemnitors to have made a determination prior to recover the commencement of such action that indemnification unpaid amount of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty five (5) business days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 five (5) business days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Lawlaws of Nevada, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to any action brought by Indemnitee in respect of the action Company’s obligation to advance payment for coverage of Expenses or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation LawLaw of Delaware, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation LawLaw of Delaware, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses actually incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding Xxxxxx shall be paid promptly by the Company, and in any event GigOptix in advance of the final disposition of such Proceeding action, suit or Proceeding, if so requested by Xxxxxx, within sixty 20 days after the receipt by the Company GigOptix of a statement or statements from Indemnitee Xxxxxx requesting from time to time such advance or advances, whether . Xxxxxx may submit such statements from time to time. Judson’s entitlement to such expenses shall include those incurred in connection with any Proceeding by Xxxxxx seeking an adjudication or not a determination award in arbitration pursuant to indemnify has been made under Section 9this Agreement. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee Xxxxxx in connection therewith and shall include or be accompanied by (a) a written affirmation of Judson’s good faith belief that Xxxxxx has met the standard of conduct described in Section 141 of the Delaware General Corporation Law, and (b) an undertaking by or on behalf of Indemnitee Xxxxxx to repay such amount if it shall is ultimately be determined that Indemnitee Xxxxxx is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted against such expenses and costs by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration GigOptix pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges or otherwise. Any such repayment obligation shall be unsecured and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may shall be amended (butinterest free. In addition, in the case event that a Change of any such amendmentControl has occurred, only GigOptix shall, upon the request of Xxxxxx, deposit in an escrow account with a financial institution reasonably satisfactory to Xxxxxx an amount equal to the extent that Expenses reasonably projected by counsel to Xxxxxx to be incurred over the next six months in connection with defending, or investigating or preparing to defend, any Proceeding with respect to which Xxxxxx is entitled to indemnification or advancement of Expenses, and shall, from time to time upon request of Xxxxxx replenish the amount of such amendment permits escrow deposit so that, after the Company to provide broader indemnification rights than said law permitted date of such additional deposit, the Company to provide prior amount of such escrow account is at least equal to such amendment), but reasonably projected Expenses over the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductensuing six month period.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- ----------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid promptly by the Company, and in any event in advance of the final disposition of such Proceeding within sixty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The right to indemnification of advances as granted by this Section 8 shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses actually incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred paid by the Indemnitee within three months) shall be paid by the Company in connection with any Proceeding shall be paid promptly Proceeding, if so requested by the CompanyIndemnitee, and in any event in advance of the final disposition of such Proceeding within sixty 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances. The Indemnitee may submit such statements from time to time and shall reasonably evidence the Expenses actually incurred or to be paid in connection therewith. The Indemnitee’s entitlement to such advance Expenses shall include those incurred in connection with any Proceeding by the Indemnitee seeking an adjudication or advances, whether award in arbitration or not a determination otherwise pursuant to indemnify this Agreement. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the advances and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement pursuant to this Section 9 unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been made under Section 9finally adjudicated by court order or judgment from which no further right of appeal exists. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee hereby undertakes to repay such amount if amounts advanced only if, and to the extent that, it shall ultimately be is determined by court order or judgment from which no further right of appeal exists that Indemnitee is not entitled to be indemnified therefor pursuant to by the terms Company under the provisions of this Agreement. The right to indemnification No form of advances as granted by this Section 8 undertaking shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is required to qualify for advances made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (hereunder other than an action brought to enforce a claim for the advance execution of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductAgreement.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event Company in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Company's obligation to provide an Expense Advance is subject to the following conditions: (i) If the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of the Company (and not in any other capacity in which Indemnitee rendered service, including service to any related company), then the Indemnitee or his representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Company such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Company and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by such claim is delivered to the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (butIndemnitee may, in the case of but need not, at any such amendment, only to the extent that such amendment permits time thereafter bring suit against the Company to provide broader indemnification rights than said law permitted recover the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure unpaid amount of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses reasonable expenses and costs incurred by or on --------------------------------- behalf the Indemnified Party (including attorneys' fees, retainers and advances of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three monthsdisbursements required of the Indemnified Party) in connection with any Proceeding shall be paid promptly by the Company, and in any event Company in advance of the final disposition of such Proceeding action, suit or proceeding at the request of the Indemnified Party within sixty twenty days after the receipt by the Company of a statement or statements from Indemnitee the Indemnified Party requesting such advance or advances from time to time time. The Indemnified Party's entitlement to such advance expenses shall include those incurred in connection with any proceeding by the Indemnified Party seeking an adjudication or advances, whether or not a determination award in arbitration pursuant to indemnify has been made under Section 9this Agreement. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee the Indemnified Party in connection therewith and shall include or be accompanied by a written an undertaking by or on behalf of Indemnitee the Indemnified Party to repay such amount if it shall is ultimately be determined that Indemnitee the Indemnified Party is not entitled to be indemnified therefor against such expenses and costs by the Company as provided by this Agreement Indemnify or to Advance Expenses. In the event that a determination is made that the Indemnified Party is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 6, or if expenses are not advanced pursuant to Section 7, the Indemnified Party shall be entitled to a final adjudication in any appropriate court of the State of Nevada or any other court of competent jurisdiction of the Indemnified Party's entitlement to such indemnification or advance. Alternatively, the Indemnified Party at the Indemnified Party's option may seek an award in arbitration to be conducted by a single arbitrator in New York City, New York pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose the Indemnified Party's right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo and the Indemnified Party shall not be prejudiced by reason of a determination (if so made) that the Indemnified Party is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of this AgreementSection 6 hereof that the Indemnified Party is entitled to indemnification, the Company shall be bound by such detem1ination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The right Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnified Party is entitled to any indemnification of advances as granted by this Section 8 hereunder, the Company shall be enforceable pay all reasonable expenses (including attorneys' fees) and costs actually incurred by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses incurred Indemnified Party in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)including, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directorsnot limited to, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendmentappellant proceedings ), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event Company in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Company's obligation to provide an Expense Advance is subject to the following conditions: (i) If the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of the Company (and not in any other capacity in which Indemnitee rendered service, including service to any related company), then the Indemnitee or his representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Company such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Company and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's enticement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by such claim is delivered to the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (butIndemnitee may, in the case of but need not, at any such amendment, only to the extent that such amendment permits time thereafter bring suit against the Company to provide broader indemnification rights than said law permitted recover the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure unpaid amount of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthswho is party to a proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event Indemnitor in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the Company Indemnitor of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. The Indemnitor's obligation to provide an Expense Advance is subject to the following conditions: (i) if the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of the Indemnitor (and not in any other capacity in which Indemnitee rendered service, including service to any related company), then the Indemnitee or his representative shall have executed and delivered to the Indemnitor an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Indemnitor such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Indemnitor and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within twenty (20) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only claim is delivered to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)Indemnitor, Indemnitee may, but the burden of proving such defense shall be on the Company. Neither the failure need not, at any time thereafter bring suit against any of the Company (including its Board of Directors, its independent legal counsel and its stockholders) Indemnitor to have made a determination prior to recover the commencement of such action that indemnification unpaid amount of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses Expenses, judgments, penalties, fines, or settlement amounts actually incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred paid by the Indemnitee within three months) shall be paid by the Company in connection with any Proceeding shall be paid promptly Proceeding, if so requested by the CompanyIndemnitee, and in any event in advance of the final disposition of such Proceeding within sixty 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances. The Indemnitee may submit such statements from time to time and shall reasonably evidence the Expenses, judgments, penalties, fines, or settlement amounts actually incurred or to be paid in connection therewith. The Indemnitee’s entitlement to such advance expenses shall include those incurred in connection with any proceeding by the Indemnitee seeking an adjudication or advances, whether award in arbitration or not a determination otherwise pursuant to indemnify this Agreement. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the advances and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement pursuant to this Section 9 unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been made under Section 9finally adjudicated by court order or judgment from which no further right of appeal exists. Such statement or statements shall evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee hereby undertakes to repay such amount if amounts advanced only if, and to the extent that, it shall ultimately be is determined by court order or judgment from which no further right of appeal exists that Indemnitee is not entitled to be indemnified therefor pursuant to by the terms Company under the provisions of this Agreement. The right to indemnification No form of advances as granted by this Section 8 undertaking shall be enforceable by the director or officer in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is required to qualify for advances made within 60 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action seeking an adjudication or award in arbitration pursuant to this Agreement (hereunder other than an action brought to enforce a claim for the advance execution of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductAgreement.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthsas a party to a proceeding or investigation (including attorneys' fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "EXPENSE ADVANCE") shall be paid promptly by the Company, and in any event Company in advance of the final disposition of such Proceeding action, suit, proceeding or investigation at the request of Indemnitee within sixty ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith therewith. The Company's obligation to provide an Expense Advance is subject to the following conditions: (a) if the proceeding arose in connection with Indemnitee's service as a Board Member or Officer, as applicable, then the Indemnitee or his or her representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question, that Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (b) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Company such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (c) Indemnitee shall furnish, upon request by the director or officer in Company and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies conduct have been met by Indemnitee. Indemnitee's entitlement to such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person's costs and expenses Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance an Expense Advance is made hereunder and is not paid in full within ten (10) days after written notice of costs, charges and expenses under this Section 8 where the required undertaking, if any, has been received by such claim is delivered to the Company) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (butIndemnitee may, in the case of but need not, at any such amendment, only to the extent that such amendment permits time thereafter bring suit against the Company to provide broader indemnification rights than said law permitted recover the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure unpaid amount of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.

Advancement of Expenses and Costs. All Expenses incurred by or on --------------------------------- behalf of Indemnitee (or reasonably expected by Indemnitee to be reasonable expenses and costs incurred by Indemnitee within three monthsas a result of being a party to any proceeding (including counsel fees, retainers and advances of disbursements required of Indemnitee) in connection with any Proceeding (collectively, the "Expense Advance") shall be paid promptly by the Company, and in any event each Company in advance of the final disposition of such Proceeding action, suit or proceeding at the request of Indemnitee within sixty twenty (20) days after the receipt by the either Company of a statement or statements from Indemnitee requesting such advance or advances from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9time. Such statement or statements shall reasonably evidence such Expenses the expenses and costs incurred (or reasonably expected to be incurred) by Indemnitee him in connection therewith therewith. Each Company's obligation to provide an Expense Advance is subject to the following conditions: (i) if the proceeding arose in connection with Indemnitee's service as a director and/or executive officer of either Company (and not in any other capacity in which Indemnitee rendered service, including service to any Related Company), then the Indemnitee or his representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall include or be accompanied by a written undertaking accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay such amount all Expense Advance if and to the extent that it shall ultimately be determined that by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question whether Indemnitee is not entitled to be indemnified therefor pursuant to for such Expense Advance under this Agreement or otherwise; (ii) Indemnitee shall give the terms of this Agreement. The right to indemnification of advances Company such information and cooperation as granted by this Section 8 it may reasonably request and as shall be enforceable within Indemnitee's power; and (iii) Indemnitee shall furnish, upon request by the director or officer in Company and if required under applicable law, a written affirmation of Indemnitee's good faith belief that any court applicable standards of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 60 daysconduct have been met by Indemnitee. Such personIndemnitee's costs and expenses entitlement to an Expense Advance shall include those incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified proceeding by the Company. It shall be a defense to any such action Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement (other than an action brought to enforce Agreement. In the event that a claim for the advance of costs, charges an Expense Advance is made hereunder and expenses under this Section 8 where the required undertaking, if any, has been received by the Company) that the claimant has is not met the standard of conduct set forth paid in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights that said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination full by the Company receiving such claim within twenty (including 20) days after its Board receipt of Directorssuch claim, its independent legal counsel and its stockholders) that Indemnitee may, but need not, at any time thereafter, bring suit against such Company to recover the claimant has not met such applicable standard unpaid amount of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductclaim.