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

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law, the Corporation shall from time to time prior to the final disposition of any Proceeding advance to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with such Proceeding within ten (10) days after the receipt by the Corporation from Indemnitee of a written request therefore. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ability to repay the Expenses, shall not be subject to the satisfaction of any standard of conduct and shall not be conditional upon any prior determination of Indemnitee's ultimate entitlement to be indemnified or held harmless under the other provisions of this Agreement or the absence of any prior determination to the contrary. The execution and delivery to the Corporation of this Agreement shall constitute an undertaking of Indemnitee to repay the portion of any Expenses advanced (without interest) relating to claims, issues or matters in the Proceeding as to which it shall ultimately be determined upon or following the final disposition of the Proceeding that Indemnitee is not entitled to be indemnified by the Corporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to which payment is excluded pursuant to Section 9(a) or (c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law, the Corporation shall from time to time prior to the final disposition of any Proceeding advance to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with such Proceeding within ten (10) days after the receipt by the Corporation from Indemnitee of a written request thereforetherefor. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ’s ability to repay the Expenses, shall not be subject to the satisfaction of any standard of conduct and shall not be conditional upon any prior determination of Indemnitee's ’s ultimate entitlement to be indemnified or held harmless under the other provisions of this Agreement or the absence of any prior determination to the contrary. The execution and delivery to the Corporation of this Agreement shall constitute an undertaking of Indemnitee to repay the portion of any Expenses advanced (without interest) relating to claims, issues or matters in the Proceeding as to which it shall ultimately be determined upon or following the final disposition of the Proceeding that Indemnitee is not entitled to be indemnified by the Corporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to which payment is excluded pursuant to Section 9(a) or (c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law, the Corporation shall from time to time prior to the final disposition of any Proceeding advance to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with such Proceeding within ten (10) days after the receipt by the Corporation from Indemnitee of a written request therefore. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ’s ability to repay the Expenses, shall not be subject to the satisfaction of any standard of conduct and shall not be conditional upon any prior determination of Indemnitee's ’s ultimate entitlement to be indemnified or held harmless under the other provisions of this Agreement or the absence of any prior determination to the contrary. The execution and delivery to the Corporation of this Agreement shall constitute an undertaking of Indemnitee to repay the portion of any Expenses advanced (without interest) relating to claims, issues or matters in the Proceeding as to which it shall ultimately be determined upon or following the final disposition of the Proceeding that Indemnitee is not entitled to be indemnified by the Corporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to which payment is excluded pursuant to Section 9(a) or (c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this AgreementAgreement to the contrary, and to the fullest extent permitted by applicable law, the Corporation Company shall from time to time prior to advance the final disposition of any Proceeding advance to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with such any Proceeding within ten (10) days after the receipt by the Corporation from Indemnitee Company of a written request thereforestatement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ’s ability to repay the Expenses, shall not be subject Expenses and without regard to the satisfaction of any standard of conduct and shall not be conditional upon any prior determination of Indemnitee's ’s ultimate entitlement to be indemnified or held harmless indemnification under the other provisions of this Agreement or the absence Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of any prior determination advancement, including Expenses incurred preparing and forwarding statements to the contraryCompany to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Corporation Company of this Agreement which shall constitute an undertaking of providing that the Indemnitee undertakes to the fullest extent permitted by law to repay the portion of any Expenses advanced advance (without interest) relating if and to claimsthe extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, issues or matters in the Proceeding as not subject to which it shall ultimately be determined upon or following the final disposition of the Proceeding appeal, that Indemnitee is not entitled to be indemnified by the Corporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwiseCompany. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of to any Expenses as to claim made by Indemnitee for which payment indemnity is excluded pursuant to Section 9(a) or (c)9.