Common use of Basic Arrangement Clause in Contracts

Basic Arrangement. (a) In the event the Indemnitee is a Party in an Indemnifiable Event, subject only to limitations expressly imposed by the terms of this Agreement, each Company shall indemnify the Indemnitee for any associated Liabilities to the fullest extent permitted by law. Subject to Section 2(f) and in accordance with the procedures set forth in Section 3, any indemnification pursuant to this Section 2(a) must be determined by the Reviewing Party to be permissible under the Massachusetts Business Corporation Act in the specific Proceeding. Each Company shall make any such payment to which the Indemnitee is entitled pursuant to this Section 2(a) as soon as practicable but in no event later than five (5) days after determination by the Reviewing Party. (b) Notwithstanding anything to the contrary, before the final disposition of an Indemnifiable Event in which the Indemnitee is a Party, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expenses (an “Expense Advance”) within ten (10) days after the receipt by a Company of a statement or statements requesting such advances from time to time, provided that the Indemnitee delivers an Indemnitee Statement. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any-and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation Act, this Agreement shall constitute authorization to provide indemnification, pay funds, on a current basis, and reimburse expenses under Subdivision E of Part 8 of the Massachusetts Business Corporation Act. (d) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities in connection with an Indemnifiable Event or other any other Proceeding involving the Companies or Enterprises, in either case, in which the Indemnitee is a witness but not a Party. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on. a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(d) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indenmitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (e) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities incurred by or on behalf of the Indemnitee (i) in taking any action to enforce any provision of this Agreement, including all Expenses incurred bringing a claim, counterclaim or cross claim in a legal proceeding, arbitration or otherwise to enforce this Agreement or any provisions of this Agreement or (ii) for recovery under any directors’ and officers’ liability insurance policy maintained by the Companies. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(e) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (f) Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a Party to (or a participant in) and is successful, on the merits or, otherwise, in any Proceeding in connection with an Indemnifiable Event or in defense of any claim, issue or matter therein, in whole or in part, each Company shall be liable to indemnify the Indemnitee against all Liabilities incurred by him in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, each Company shall be liable to indemnify Indemnitee against all Liabilities incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, each Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (g) For purposes of this Section 2, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (1) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that permits a corporation to indemnify its officers and directors, including, without limitation, the indemnification permitted by Section 8.56 for officers; (2) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Massachusetts Business Corporation; and (3) to the fullest extent authorized or permitted by any amendments to or replacements of the Massachusetts Business Corporation Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Basic Arrangement. (a) In the event the Indemnitee is a Party in an Indemnifiable Event, subject only to limitations expressly imposed by the terms of this Agreement, each Company shall indemnify the Indemnitee for any associated Liabilities to the fullest extent permitted by law. Subject to Section 2(f) and in accordance with the procedures set forth in Section 3, any indemnification pursuant to this Section 2(a) must be determined by the Reviewing Party to be permissible under the Massachusetts Business Corporation Act in the specific Proceeding. Each Company shall make any such payment to which the Indemnitee is entitled pursuant to this Section 2(a) as soon as practicable but in no event later than five (5) days after determination by the Reviewing Party. (b) Notwithstanding anything to the contrary, before the final disposition of an Indemnifiable Event in which the Indemnitee is a Party, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expenses (an “Expense Advance”) within ten (10) days after the receipt by a Company of a statement or statements requesting such advances from time to time, provided that the Indemnitee delivers an Indemnitee Statement. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any-any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation Act, this Agreement shall constitute authorization to provide indemnification, pay funds, on a current basis, and reimburse expenses under Subdivision E of Part 8 of the Massachusetts Business Corporation Act. (d) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities in connection with an Indemnifiable Event or other any other Proceeding involving the Companies or Enterprises, in either case, in which the Indemnitee is a witness but not a Party. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on. on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(d) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indenmitee Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (e) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities incurred by or on behalf of the Indemnitee (i) in taking any action to enforce any provision of this Agreement, including all Expenses incurred bringing a claim, counterclaim or cross claim in a legal proceeding, arbitration or otherwise to enforce this Agreement or any provisions of this Agreement or (ii) for recovery under any directors’ and officers’ liability insurance policy maintained by the Companies. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(e) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (f) Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a Party to (or a participant in) and is successful, on the merits or, or otherwise, in any Proceeding in connection with an Indemnifiable Event or in defense of any claim, issue or matter therein, in whole or in part, each Company shall be liable to indemnify the Indemnitee against all Liabilities incurred by him in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, each Company shall be liable to indemnify Indemnitee against all Liabilities incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, each Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (g) For purposes of this Section 2, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (1) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that permits a corporation to indemnify its officers and directors, including, without limitation, the indemnification permitted by Section 8.56 for officers; (2) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Massachusetts Business Corporation; and (3) to the fullest extent authorized or permitted by any amendments to or replacements of the Massachusetts Business Corporation Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Basic Arrangement. (a) In the event the Indemnitee is a Party in an Indemnifiable Event, subject only to limitations expressly imposed by the terms of this Agreement, each Company shall indemnify the Indemnitee for any associated Liabilities to the fullest extent permitted by law. Subject to Section 2(f) and in accordance with the procedures set forth in Section 3, any indemnification pursuant to this Section 2(a) must be determined by the Reviewing Party to be permissible under the Massachusetts Business Corporation Act in the specific Proceeding. Each Company shall make any such payment to which the Indemnitee is entitled pursuant to this this Section 2(a) as soon as practicable but in no event later than five (5) days after determination by the Reviewing Party. (b) Notwithstanding anything to the contrary, before the final disposition of an Indemnifiable Event in which the Indemnitee is a Party, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expenses (an “Expense Advance”) within ten (10) days after the receipt by a Company of a statement or statements requesting such advances from time to time, provided that the Indemnitee delivers an Indemnitee Statement. Such advances (i) shall be he unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any-any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation Act, this Agreement shall constitute authorization to provide indemnification, pay funds, on a current basis, and reimburse expenses under Subdivision E of Part 8 of the Massachusetts Business Corporation Act. (d) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities in connection with an Indemnifiable Event or other any other Proceeding involving the Companies or Enterprises, in either case, in which the Indemnitee is a witness but not a Party. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on. on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(d) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indenmitee Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (e) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities incurred by or on behalf of the Indemnitee (i) in taking any action to enforce any provision of this Agreement, including all Expenses incurred bringing a claim, counterclaim or cross claim in a legal proceeding, arbitration or otherwise to enforce this Agreement or any provisions of this Agreement or (ii) for recovery under any directors’ and officers’ liability insurance policy maintained by the Companies. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(e) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (f) Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a Party to (or a participant in) and is successful, on the merits or, or otherwise, in any Proceeding in connection with an Indemnifiable Event or in defense of any claim, issue or matter therein, in whole or in part, each Company shall be liable to indemnify the Indemnitee against all Liabilities incurred by him in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, each Company shall be liable to indemnify Indemnitee against all Liabilities incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, each Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (g) For purposes of this Section 2, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (1) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that permits a corporation to indemnify its officers and directors, including, without limitation, the indemnification permitted by Section 8.56 for officers; (2) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Massachusetts Business CorporationCorporation Act; and (3) to the fullest extent authorized or permitted by any amendments to or replacements of the Massachusetts Business Corporation Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Basic Arrangement. (a) In the event the Indemnitee is a Party in an Indemnifiable Event, subject only to limitations expressly imposed by the terms of this Agreement, each Company shall indemnify the Indemnitee for any associated Liabilities to the fullest extent permitted by law. Subject to Section 2(f) and in accordance with the procedures set forth in Section 3, any indemnification pursuant to this Section 2(a) must be determined by the Reviewing Party to be permissible under the Massachusetts Business Corporation Act in the specific Proceeding. Each Company shall make any such payment to which the Indemnitee is entitled pursuant to this Section 2(a) as soon as practicable but in no event later than five (5) days after determination by the Reviewing Party. (b) Notwithstanding anything to the contrary, before the final disposition of an Indemnifiable Event in which the Indemnitee is a Party, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expenses (an “Expense Advance”) within ten (10) days after the receipt by a Company of a statement or statements requesting such advances from time to time, provided that the Indemnitee delivers an Indemnitee Statement. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any-any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation Act, this Agreement shall constitute authorization to provide indemnification, pay funds, on a current basis, and reimburse expenses under Subdivision E of Part 8 of the Massachusetts Business Corporation Act. (d) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities in connection with an Indemnifiable Event or other any other Proceeding involving the Companies or Enterprises, in either case, in which the Indemnitee is a witness but not a Party. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on. on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(d) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indenmitee Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (e) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities incurred by or on behalf of the Indemnitee (i) in taking any action to enforce any provision of this Agreement, including all Expenses incurred bringing a claim, counterclaim or cross claim in a legal proceeding, arbitration or otherwise to enforce this Agreement or any provisions of this Agreement or (ii) for recovery under any directors’ and officers’ liability insurance policy maintained by the Companies. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(e) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (f) Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a Party to (or a participant in) and is successful, on the merits or, or otherwise, in any Proceeding in connection with an Indemnifiable Event or in defense of any claim, issue or matter therein, in whole or in part, each Company shall be liable to indemnify the Indemnitee against all Liabilities incurred by him in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, each Company shall be liable to indemnify Indemnitee against all Liabilities incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, each Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (g) For purposes of this Section 2, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (1) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that permits a corporation to indemnify its officers and directors, including, without limitation, the indemnification permitted by Section 8.56 for officers; (2) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Massachusetts Business CorporationCorporation Act; and (3) to the fullest extent authorized or permitted by any amendments to or replacements of the Massachusetts Business Corporation Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Basic Arrangement. (a) In the event the Indemnitee is a Party in an Indemnifiable Event, subject only to limitations expressly imposed by the terms of this Agreement, each Company shall indemnify the Indemnitee for any associated Liabilities to the fullest extent permitted by law. Subject to Section 2(f) and in accordance with the procedures set forth in Section 3, any indemnification pursuant to this Section 2(a) must be determined by the Reviewing Party to be permissible under the Massachusetts Business Corporation Act in the specific Proceeding. Each Company shall make any such payment to which the Indemnitee is entitled pursuant to this Section 2(a) as soon as practicable but in no event later than five (5) days after determination by the Reviewing Party. (b) Notwithstanding anything to the contrary, before the final disposition of an Indemnifiable Event in which the Indemnitee is a Party, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expenses (an “Expense Advance”) within ten (10) days after the receipt by a Company of a statement or statements requesting such advances from time to time, provided that the Indemnitee delivers an Indemnitee Statement. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any-any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (c) Pursuant to Section 8.58(a) of the Massachusetts Business Corporation Act, this Agreement shall constitute authorization to provide indemnification, pay funds, on a current basis, and reimburse expenses under Subdivision E of Part 8 of the Massachusetts Business Corporation Act. (d) Each Company shall shell be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities in connection with an Indemnifiable Event or other any other Proceeding involving the Companies or Enterprises, in either case, in which the Indemnitee is a witness but not a Party. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on. on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(d) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indenmitee Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (e) Each Company shall be liable to indemnify the Indemnitee and pay for or reimburse the Indemnitee’s Liabilities incurred by or on behalf of the Indemnitee (i) in taking any action to enforce any provision of this Agreement, including all Expenses incurred bringing a claim, counterclaim or cross claim in a legal proceeding, arbitration or otherwise to enforce this Agreement or any provisions of this Agreement or (ii) for recovery under any directors’ and officers’ liability insurance policy maintained by the Companies. If the Companies do not pay directly for any Expenses incurred in connection therewith, each Company shall be obligated to pay, on a current basis, any and all funds to pay for or reimburse the Indemnitee’s Expense for which the Indemnitee is entitled pursuant to this Section 2(e) within ten (10) days after receipt by a Company of a written demand for reimbursement signed by the Indemnitee. Such advances (i) shall be unsecured and interest free; (ii) shall be made without regard to the Indemnitee’s ability to repay the advances and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement; and (iii) shall include any and all Expenses incurred pursuing an action to enforce this right of payments, on a current basis, including Expenses incurred preparing and forwarding statements to a Company to support the advances claimed. The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement. (f) Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a Party to (or a participant in) and is successful, on the merits or, or otherwise, in any Proceeding in connection with an Indemnifiable Event or in defense of any claim, issue or matter therein, in whole or in part, each Company shall be liable to indemnify the Indemnitee against all Liabilities incurred by him in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, each Company shall be liable to indemnify Indemnitee against all Liabilities incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, each Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be b e deemed to be a successful result as to such claim, issue or matter. (g) For purposes of this Section 2, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (1) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that permits a corporation to indemnify its officers and directors, including, without limitation, the indemnification permitted by Section 8.56 for officers; (2) to the fullest extent permitted by the provision of the Massachusetts Business Corporation Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Massachusetts Business Corporation; and (3) to the fullest extent authorized or permitted by any amendments to or replacements of the Massachusetts Business Corporation Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.