Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”), the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in to any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance to the fullest extent permitted by law (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In If the event Indemnitee was, is or becomes at any time a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent now or hereafter authorized or permitted by law as soon as practicable, practicable but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, finesfines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance to the fullest extent permitted by law (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 35 hereof, prior to a Change in Control, Indemnitee shall not be entitled to indemnification or Expense Advances pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest full extent authorized or permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federalClaim; provided, statehowever, local that, except for -------- ------- proceedings to enforce rights to indemnification, the Company shall not be obligated to indemnify Indemnitee in connection with a proceeding (or foreign taxes imposed on part thereof) initiated by Indemnitee as a result unless such proceeding (or part thereof) was authorized in advance, or unanimously consented to, by the Board of Directors of the actual or deemed receipt of any payments under this AgreementCompany. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, Company against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementIndemnifiable Amounts. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything The Company shall, in this Agreement accordance with such request (but without duplication), either (i) pay such Expenses on behalf of Indemnitee or (ii) reimburse Indemnitee for such Expenses. Indemnitee’s right to the contrary, an Expense Advance is absolute and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled subject to indemnification pursuant to this Agreement in connection with any Claim initiated prior determination by the Reviewing Party (as defined below) that the Indemnitee against the Company or has satisfied any director or officer applicable standard of the Company unless the Company has joined in or consented to the initiation of such Claimconduct for indemnification.

Basic Indemnification Arrangement. (a) In --------------------------------- the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law law, as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges Charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, Agreement (including the Company shall advance (within two business days creation of such written request) any and all Expenses to Indemnitee (an “Expense Advance”the Trust). Notwithstanding anything in this Agreement to the contrary, contrary and except as provided in Section 35, prior to a Change in Control, Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior for proceedings to a Change in Controlenforce rights to Indemnification, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest full extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (or part thereof) initiated by Indemnitee against the Company unless such Claim (or any director or officer of the Company unless the Company has joined in part thereof) was authorized or consented to by the initiation Board of Directors of the Company. If so requested by Indemnitee, the Company shall advance (within two business days of such Claimrequest) any and all Expenses of Indemnitee with respect to the defense or investigation of any pending, threatened, or potential Claim against Indemnitee (an “Expense Advance”).

Basic Indemnification Arrangement. (a) In the event If Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason reasons of (or arising in part out offrom) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementAgreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two five business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary, contrary and except as provided in Section 35, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising all or in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, finesfines (including excise taxes assessed on the Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)) to the extent permitted by law. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company Indemnitee, other than pursuant to Sections 5 or any director or officer of the Company 20, unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the CompanyCompany by Indemnitee, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason reasons of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgmentsjudgment, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementAgreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two five (5) business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary, contrary and except as provided in Section 35, prior to a Change in Control, Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claimclaim.

Basic Indemnification Arrangement. (a) In the event the Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the CompanyCorporation, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Company Corporation or any director or officer of the Company Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim. If so requested by the Indemnitee, the Corporation shall advance (within two business days of such request) any and all Expenses to the Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance to the fullest extent permitted by law (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In Subject only to the exclusions set forth in Section 2(b), in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event Event, (a “Claim”), i) the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or amount paid in settlement) of such Claim Claim, and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If (ii) if so requested by Indemnitee in writingIndenmitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary; provided, and except as provided in Section 3however, prior to a Change in Control, that Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising all or in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, finesfines (including excise taxes assessed on the Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”)") to the extent permitted by law. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company Indemnitee, other than pursuant to Sections 5 or any director or officer of the Company 20, unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a claim by reason of (or arising in part out of) an Indemnifiable Event (a “"Claim”"), the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 34 hereof, prior to a Change in Control, Indemnitee shall not be entitled to indemnification or Expense Advances pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest full extent authorized or permitted by law as soon as practicable, practicable but in any event no later than 30 thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federalClaim; provided, statehowever, local that, except for proceedings to enforce rights to indemnification, the Company shall not be obligated to indemnify Indemnitee in connection with a proceeding (or foreign taxes imposed on part thereof) initiated by Indemnitee as a result unless such proceeding (or part thereof) was authorized in advance, or unanimously consented to, by the Board of Directors of the actual or deemed receipt of any payments under this AgreementCompany. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two (2) business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law law, as soon as practicablethe same exists or hereafter may be amended, but in any event no later than 30 days after promptly upon the receipt of written demand is presented to the Companydemand, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) (including all interest, assessments and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days after the Company's receipt of such written request) any and all such Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) Expenses of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementClaim. If so requested by Indemnitee in writingIndemnitee, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Notwithstanding anything in this Agreement to the contrary, contrary and except as provided in subject to Section 35 below, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim action initiated by Indemnitee, other than a Legal Proceeding described in Section 2(b) which shall be permitted as provided in Section 2(b), (an "Indemnitee against the Company or any director or officer of the Company Initiated Action") unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claimaction.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than 30 thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewithor in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and Claim, other than any federal, state, local or foreign taxes imposed on liability incurred by an Indemnitee as a result under Section 16(b) of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Act. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, in or is threatened to be made a party to or witness or other participant in, in a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in ControlControl of the Company, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within 2 business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 ninety (90) days after written demand is presented to the Company, consistent with Section 8(c), against any and all Expenses, judgments, fines, penalties Losses and amounts paid in settlement Expenses (including any and all interest, assessments assessments, and other charges paid or payable in connection therewith) of such Claim and any federal, state, local local, or foreign taxes, including ERISA excise taxes and penalties, imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days connection with or in respect of such written requestLosses or Expenses) any and all Expenses to Indemnitee (an “Expense Advance”)arising from, related to, or in connection with such Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against (other than any Claim initiated to enforce Indemnitee’s rights pursuant to this Agreement, the Company Certificate or any director or officer of the Company Bylaws) unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, in or is threatened to be made a party to or witness or other participant in, in a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within 2 business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event the Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a claim Claim by reason of (or arising in part out of) an Indemnifiable Event (a “Claim”)Event, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the CompanyCorporation, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection therewithwith or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within two business days of such written request) any and all Expenses to Indemnitee (an “Expense Advance”)Claim. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Company Corporation or any director or officer of the Company Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim. If so requested by the Indemnitee, the Corporation shall advance (within two business days of such request) any and all Expenses to the Indemnitee (an “Expense Advance”).