Common use of ADVANCES OF EXPENSES; DEFENSE OF CLAIM Clause in Contracts

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 2726, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall shall, to the fullest extent permitted by law, include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawIndemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 2728, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a11(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 10 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b10(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws Amended and Restated Memorandum and Articles of the CompanyAssociation, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for contrary (other than the provisions of Section 2727 of this Agreement), and to the fullest extent not prohibited by applicable lawlaw or the Memorandum and Articles, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten twenty (1020) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in right of advancement. To the definition fullest extent required by applicable law and the Memorandum and Articles, such payments of Expenses were deemed related to in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an Enforcement Proceeding)undertaking, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyMemorandum and Articles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a11(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, advance of Expenses, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law and the Articles or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 2726, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws Amended and Restated Memorandum and Articles of the CompanyAssociation, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law and the Articles or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Charter, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Charter, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawIndemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27‎27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws Amended and Restated Memorandum and Articles of the CompanyAssociation, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a‎10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor‎9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding a)Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and in accordance with the terms and conditions contained herein, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and and, subject to Section 12(a), without regard to Indemnitee’s ultimate entitlement to be indemnified, indemnified or held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and in accordance with the terms and conditions contained herein, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws Amended and Restated Memorandum and Articles of the CompanyAssociation, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification or hold harmless payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law and the Articles or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawIndemnitee. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawIndemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for contrary (other than the provisions of Section 2727 of this Agreement), and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, advance of Expenses, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 8 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated indemnified under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 2727 hereof, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable thereforhereof.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding (or any part of any Proceeding) within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 2727 hereof, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreementhereof, but shall apply to any Proceeding referenced in Section 9(b) hereof prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 2726, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyAmended and Restated Certificate, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and/or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and/or the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law and/or the Articles or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the CharterArticles, the Bylaws of the Company, and applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement If required by applicable law or the Charter or the Bylaws of the Company, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and permitted by the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated indemnified under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawIndemnitee. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 2728, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a11(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company's receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27‎26, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a‎10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 ‎9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b‎9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws M&As of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyCertificate, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawlaw and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b9(d) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyCertificate, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any provision Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed) to represent Indemnitee with respect to such Proceeding, at the sole expense of this Agreement to the contraryCompany, except for Section 27or (ii) have the Company assume the defense of Indemnitee in such Proceeding, and to the fullest extent not prohibited by applicable law, in which case the Company shall pay assume the Expenses incurred defense of such Proceeding with counsel selected by the Company and approved by Indemnitee in connection with any Proceeding (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days after the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and/or any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard legal counsel to Indemnitee’s ability , there is an actual or potential conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to support engage separate counsel at its own expense. The party having responsibility for defense of a Proceeding shall provide the advances claimedother party and its counsel with all copies of pleadings and non-privileged or otherwise protected material correspondence relating to the Proceeding. This Agreement Indemnitee and the Company shall constitute reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, effect any settlement (in whole or in part) of any action, claim or Proceeding against Indemnitee; provided, however, that the Company shall be required to obtain Indemnitee’s undertaking to repay prior written approval, which may be granted or withheld in Indemnitee’s sole, reasonable discretion, before entering into any settlement of any action, claim, or Proceeding against Indemnitee that (i) does not grant Indemnitee a complete and unqualified release of liability, (ii) would potentially or actually impose any cost, liability, exposure, penalty, burden or limitation on Indemnitee, or (iii) would admit any liability or misconduct, or imply any wrongdoing, by or on behalf of Indemnitee. Moreover, without Indemnitee’s prior written consent, the advanced amounts to Company shall not enter into any settlement of any action, claim or Proceeding in which the extent Company is or could be jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee; provided, however, that it is ultimately Indemnitee’s written consent shall not be required if the Company has determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable thereforindemnification hereunder.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee Indemnitees (or reasonably expected by Indemnitees to be incurred by Indemnitees within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIndemnitees’s ability to repay the Expenses and without regard to IndemniteeIndemnitees’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute Indemniteebe made only upon the Company’s undertaking receipt of an undertaking, by or on behalf of the Indemnitees, to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee Indemnitees is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitees for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company's receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyAmended and Restated Articles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any provision Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed) to represent Indemnitee with respect to such Proceeding, at the sole expense of this Agreement to the contraryCompany, except for Section 27or (ii) have the Company assume the defense of Indemnitee in such Proceeding, and to the fullest extent not prohibited by applicable law, in which case the Company shall pay assume the Expenses incurred defense of such Proceeding with counsel selected by the Company and approved by Indemnitee in connection with any Proceeding (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days after of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and/or any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard legal counsel to Indemnitee’s ability , there is an actual or potential conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to support engage separate counsel at its own expense. The party having responsibility for defense of a Proceeding shall provide the advances claimedother party and its counsel with all copies of pleadings and non-privileged or otherwise protected material correspondence relating to the Proceeding. This Agreement Indemnitee and the Company shall constitute reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, effect any settlement (in whole or in part) of any action, claim or Proceeding against Indemnitee; provided, however, that the Company shall be required to obtain Indemnitee’s undertaking to repay prior written approval, which may be granted or withheld in Indemnitee’s sole, reasonable discretion, before entering into any settlement that (i) does not grant Indemnitee a complete and unqualified release of liability, (ii) would potentially or actually impose any cost, liability, exposure, penalty, burden or limitation on Indemnitee, or (iii) would admit any liability or misconduct, or imply any wrongdoing, by or on behalf of Indemnitee. Moreover, without Indemnitee’s prior written consent, the advanced amounts to Company shall not enter into any settlement of any action, claim or Proceeding in which the extent Company is or could be jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee; provided, however, that it is ultimately Indemnitee’s written consent shall not be required if the Company has determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by indemnification hereunder. Notwithstanding the Company under the provisions of foregoing terms in this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) or the terms of Section 8(b), the Company shall not, on its own behalf, settle any part of any action, claim or Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of such settlement is to be funded from insurance proceeds pursuant to any insurance policy pursuant to which Indemnitee is an insured, additional insured, or otherwise an intended beneficiary with respect to Indemnitee’s status as an Agent; provided, however, that Indemnitee’s written consent shall not apply to any Proceeding for which indemnity is not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination be required if the Company has determined that Indemnitee is liable therefornot entitled to indemnification hereunder.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advanced amount shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawapplicable law and the Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited permitted by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, advance of expenses, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9(c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to To the fullest extent not prohibited permitted by applicable lawthe DGCL, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten thirty (1030) calendar days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses Expenses, shall not be subject to the satisfaction of any standard of conduct and shall be made without regard to Indemnitee’s ultimate entitlement to be indemnified, indemnified or held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement Such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, indemnified or held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise. The execution and delivery by Indemnitee of this Agreement shall constitute such undertaking and no further undertaking shall be required. The Company agrees that for the purposes of any advancement of Expenses for which Xxxxxxxxxx has made a written demand in accordance with this Agreement, but only if all Expenses included in such an undertaking is required demand that are certified by applicable lawaffidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification or hold harmless payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited permitted by applicable law, the Company shall pay advance the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within as soon as practicable but in any event not more than ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to the or after final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, indemnified or held harmless or exonerated under the other provisions of this Agreement. Advances Indemnitee shall include any qualify for advances, to the fullest extent permitted by applicable law solely upon the execution and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements delivery to the Company to support the advances claimed. This of this Agreement which shall constitute Indemnitee’s an undertaking providing that Indemnitee undertakes to the fullest extent required by applicable law to repay the advanced amounts advance if and to the extent that it is ultimately determined by the Delaware Court or other court of competent jurisdiction in a final judgment not subject to appeal that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification or hold harmless payment is not permitted excluded pursuant to Section 9(b) or 9(c) or for which payment of advancement has actually been received by or on behalf of Indemnitee under any director or officer liability insurance policy or other advancement provision between Indemnitee and the Company, any of its Subsidiaries or any Enterprise. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 9 10 shall limit Indemnitee’s right to advancement pursuant to Section 14(e) of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 2726, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) business days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company's receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the CharterArticles, the Bylaws of Bylaws, the CompanyBCA, other applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable lawlaw and the Charter, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by lawlaw and the Charter, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law and the Charter, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, contrary and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten thirty (1030) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a11(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor10.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1. Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement If required by applicable law or the Charter or the Bylaws of the Company, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) 10.1 Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated indemnified under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) 10.1 shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay advance the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to timetime accompanied by reasonable documentation of expenses incurred, whether prior to the or after final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to be indemnified, held harmless or exonerated indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking The Indemnitee hereby undertakes to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of MBCL or otherwise. Upon the Company's request, applicable law or otherwise, but only if the Indemnity shall affirm such an undertaking in writing at the time the advance is required by applicable lawto be made. This Section 10(a6(a) shall not apply to require the advancement of Expenses incurred in connection with any Proceeding initiated by the Indemnitee (i) for which indemnity is not permitted excluded under Section 9 of this Agreement5(c) above, but shall apply or (ii) to any Proceeding referenced enforce his rights hereunder as described in Section 9(b) prior to a final determination that Indemnitee is liable therefor8 below.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited permitted by applicable law, the Company shall pay advance the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to timetime (which request shall, to the extent possible, include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice), whether prior to the or after final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and Expenses, without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement The Indemnitee shall constitute Indemnitee’s undertaking qualify for advances, to the fullest extent permitted by applicable law upon the execution and delivery to the Company of an undertaking, and Indemnitee hereby undertakes, to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBy-Laws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding a)Notwithstanding any provision of this Agreement to the contrary, except for Section 2728, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a11(a) shall not apply to any Proceeding for which indemnity is not permitted under Section 9 10 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b10(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws Amended and Restated Memorandum and Articles of the CompanyAssociation, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited permitted by applicable law, the Company shall pay advance the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to the or after final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred in pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement The Indemnitee shall constitute Indemnitee’s qualify for advances, to the fullest extent permitted by applicable law, solely upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advanced amounts advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation (the “Charter, the ”) or Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited permitted by applicable law, the Company shall pay advance the Expenses incurred by Indemnitee in connection with any Proceeding within as soon as practicable but in any event not more than ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to the or after final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, indemnified or held harmless or exonerated under the other provisions of this Agreement. Advances Indemnitee shall include any qualify for advances, to the fullest extent permitted by applicable law solely upon the execution and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements delivery to the Company to support the advances claimed. This of this Agreement which shall constitute Indemnitee’s an undertaking providing that Indemnitee undertakes to the fullest extent required by applicable law to repay the advanced amounts advance if and to the extent that it is ultimately determined by the Delaware Court or other court of competent jurisdiction in a final judgment not subject to appeal that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyBylaws, applicable law or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification or hold harmless payment is not permitted excluded pursuant to Section 9(b) or 9(c) or for which payment of advancement has actually been received by or on behalf of Indemnitee under any director or officer liability insurance policy or other advancement provision between Indemnitee and the Company, any of its Subsidiaries or any Enterprise. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 9 10 shall limit Indemnitee’s right to advancement pursuant to Section 14(e) of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay advance the Expenses reasonably incurred by Indemnitee in connection with any Proceeding within ten twenty (1020) days after the receipt by the Company of a statement claim for an advancement of Expenses. Requests shall include invoices received by Indemnitee in connection with such Expenses, but, in the case of invoices in connection with legal services, any references to legal work performed or statements requesting such advances from time to time, prior expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the final disposition of any Proceedinginvoice. Advances shall, to the fullest extent permitted by law, shall be unsecured and interest free. Advances shall, to the fullest extent permitted by law, free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated indemnification under the other provisions of this Agreement. Advances Indemnitee shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references be entitled to a “Proceeding” in the definition continue to receive advancement of Expenses were deemed related pursuant to an Enforcement Proceeding), including Expenses incurred preparing this Section 10(a) unless and forwarding statements to until the Company to support the advances claimed. This Agreement shall constitute matter of Indemnitee’s undertaking entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay the such amounts advanced amounts only if, and to the extent that that, it ultimately is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advancement of Expenses upon the execution and delivery of this Agreement, which shall constitute the Charter, requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the Bylaws execution of the Company, applicable this Agreement unless otherwise (i) required by law or (ii) in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined after final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to indemnification under the By-laws or otherwise, but only if such an undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity is not permitted under excluded pursuant to Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, except for but subject to Section 27, and to the fullest extent not prohibited by applicable lawlaw or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement a Proceeding (assuming for to enforce this purpose all references to a “Proceeding” in the definition right of Expenses were deemed related to an Enforcement Proceeding)advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Agreement To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall constitute be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee’s undertaking , to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the CompanyArticles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, but only if such an undertaking is required any advancement shall be returned to the Company (without interest) by applicable lawthe Indemnitee. This Section 10(a) shall not apply to any Proceeding claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is not permitted under excluded pursuant to Section 9 of this Agreement9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.