Common use of Indemnification for Additional Expenses Clause in Contracts

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company Companies shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of any of the Company's Companies' Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the CompanyCompanies, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company Companies for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives Companies waive any and all rights that it they may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company Companies shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of any of the Company's Companies' Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the CompanyCompanies, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company Companies for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives Companies waive any and all rights that it they may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's ’s Certificate of Incorporation (the "“Certificate of Incorporation"”) or Bylaws (the "“Bylaws"”) now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two seven (7) business days of that such request) advance those costs and expenses such Expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any action brought by formal proceedings Indemnitee for (i) indemnification or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider advance payment of Expenses by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision by-law of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Events, effect; or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevailsis determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. Advancement of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within seven (7) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the obligation of the Company to advance Expenses pursuant to this Section 7 shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction has to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) be permitted to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable indemnified under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, applicable law shall not be binding and provided further, that if a court makes such a finding, Indemnitee shall not be required to reimburse the Company for all amounts previously advanced any advance of Expenses until a final judicial determination is made with respect thereto (as to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and which all rights that it may of appeal therefrom have to recover its costs and expenses from Indemniteebeen exhausted or lapsed).

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (reimburse Indemnitee for, or advance to Indemnitee, within two business twenty days of that such request) advance those costs , any and expenses to Indemnitee that are all Expenses paid or incurred by Indemnitee if (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall not be entitled to request the advancement of Expenses more than 60 days in advance of the date on which Indemnitee reasonably determines such Expenses are likely to be paid) in connection with any Claim made, whether instituted or conducted by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this AgreementAgreement (including a Standard of Conduct Determination), (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Constituent Documents now or hereafter in effect relating to Claims for Indemnifiable EventsClaims, or and/or (cb) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company; provided that, in each case regardless of whether if Indemnitee ultimately prevails; provided that a court of competent jurisdiction has is determined not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be entitled to such indemnification, reimbursement, advance payment of expenses or insurance recovery and Indemnitee did not make, institute or conduct such Claim in good faith and with a reasonable belief that such Claim was not frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or lawIndemnitee shall, and provided furtherIndemnitee hereby undertakes to, that if a court makes such a finding, Indemnitee shall reimburse the Company Company, with interest, for all such amounts previously advanced to received by Indemnitee pursuant to this Section 5. Subject to promptly after receipt of a written demand therefor from the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from IndemniteeCompany.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate ’s bylaws, certificate of Incorporation (the "Certificate of Incorporation") incorporation or Bylaws (the "Bylaws") other constituent documents now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by applicable law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall also indemnify Indemnitee against any Expenses actually and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are reasonably paid or incurred by Indemnitee if Indemnitee, whether in connection with any Claim made in good faith by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Constituent Documents now or hereafter in effect relating to Claims for Indemnifiable EventsClaims, or and/or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether case, only to the extent Indemnitee ultimately prevails; provided that a court is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be. If requested by Indemnitee, the Company shall reimburse Indemnitee for, or advance to Indemnitee, within ten business days of competent jurisdiction has not found Indemnitee's claim such request, any Expenses actually and reasonably paid or incurred by Indemnitee or which Indemnitee reasonably determines in good faith he or she is reasonably likely to actually and reasonably pay or incur in connection with any Claim made in good faith by Indemnitee for indemnification or expense advancements under the foregoing clauses matters set forth in clause (a), ) and/or clause (b) or (c) to be frivolousof the immediately preceding sentence; provided, presented for an improper purposehowever, that Indemnitee shall return, without evidentiary supportinterest, any such advance of Expenses (or otherwise sanctionable under Federal Rule portion thereof) which remains unspent at the final disposition of Civil Procedure No. 11 or an analogous rule or lawthe Claim to which the advance related, and provided provided, further, that if a court makes Indemnitee shall be required to repay any Expenses paid, advanced or reimbursed by the Company if, following the final disposition of such a findingClaim, Indemnitee shall reimburse ultimately is determined to not be entitled to such indemnification, reimbursement, advancement or insurance recovery, as the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it case may have to recover its costs and expenses from Indemniteebe.

Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of “Expenses” in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether or action brought by, Indemnitee for (i) indemnification or an Expense Advance by formal proceedings the Company under this Agreement or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (Charter or the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (ai), (bii) or and (c) iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company waives any and all rights of this Agreement shall constitute an undertaking providing that it may have the Indemnitee undertakes to recover its costs and expenses from Indemniteerepay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's ’s Certificate of Incorporation (the "Certificate of Incorporation"“CERTIFICATE OF INCORPORATION”) or Bylaws (the "Bylaws"“BYLAWS”) now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether or action brought by, Indemnitee for (i) indemnification or an Expense Advance by formal proceedings the Company under this Agreement or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") Charter or Bylaws (of the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (ai), (bii) or and (c) iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company waives any and all rights of this Agreement shall constitute an undertaking providing that it may have the Indemnitee undertakes to recover its costs and expenses from Indemniteerepay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two ten (10) business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether or action brought by, Indemnitee for (i) indemnification or an Expense Advance by formal proceedings the Company under this Agreement or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") Charter or Bylaws (of the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (ai), (bii) or and (c) iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company waives any and all rights of this Agreement shall constitute an undertaking providing that it may have the Indemnitee undertakes to recover its costs and expenses from Indemniteerepay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees, costs and expenses) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate ’s Declaration of Incorporation Trust, as amended (the "Certificate “Declaration of Incorporation") Trust”), or Bylaws (the "“Bylaws"”) now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company Trust shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of agreement, including, without limitation, the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Indenture, now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the CompanyBank or the Trust, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company Trust for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company Trust waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses Expenses (including attorneys' and expert witnesses' fees) , costs and expenses), and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Formation, as amended (the "Certificate of IncorporationCERTIFICATE OF FORMATION") ), or Bylaws (the "Bylaws") LLC Agreement now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided . The Company's obligation pursuant to the immediately preceding sentence is subject to the condition that a court of competent jurisdiction has shall not have found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if . If a court makes should make such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos conditions contained in this Section 4, the preceding sentenceCompany waives, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses Expenses from Indemnitee.

Indemnification for Additional Expenses. It is the intent of the Corporation that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company Corporation shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two (2) business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether by formal proceedings or through demand and negotiation without formal proceedings: action brought by, Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or an Expense Advance by the Corporation under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the CompanyCorporation, or (c) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (a), (b) or and (c) ), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the Company waives any and all rights extent that it may have is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to recover its costs and expenses from Indemnitee.the Corporation of this Agreement shall constitute an undertaking providing that Indemnitee undertakes to repay, if required by law, the amounts advanced (without interest) to the extent Indemnitee is not successful on such underlying claims. Section 3.5

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos provisions contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two ten (10) business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether or action brought by, Indemnitee for (i) indemnification or an Expense Advance by formal proceedings the Company under this Agreement or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Governing Documents now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (ai), (bii) or and (c) iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company waives any and all rights of this Agreement shall constitute an undertaking providing that it may have the Indemnitee undertakes to recover its costs and expenses from Indemniteerepay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Without limiting the generality or effect of the foregoing, but subject to the second and third sentences of this Section 4, the Company shall indemnify and hold harmless Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (reimburse Indemnitee for, or advance to Indemnitee, within two business 15 calendar days of that request) advance those costs such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced (which, in the case of Expenses not yet incurred, shall consist of estimates from Indemnitee’s counsel), any and expenses to Indemnitee that are all actual and reasonable Expenses paid or incurred by Indemnitee if Indemniteeor which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, whether instituted or conducted by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Constituent Documents now or hereafter in effect relating to Claims for Indemnifiable EventsClaims, or and/or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company. In the case of Claims contemplated by clause (a) of the foregoing sentence, in each the event it is ultimately determined that Indemnitee is not entitled to such indemnification, reimbursement or advance, as the case may be, then Indemnitee shall (i) repay, without interest, any amount paid by the Company pursuant to this Section 4 with respect to such Claims, and (ii) return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related. In the case of Claims contemplated by clause (b) of the first sentence of this Section 4, Indemnitee shall be entitled to such indemnification, reimbursement or advancement, as the case may be, regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) is determined to be frivolousentitled to such insurance recovery; provided, presented for an improper purposehowever, that Indemnitee shall return, without evidentiary supportinterest, any such advance of Expenses (or otherwise sanctionable under Federal Rule portion thereof) which remains unspent at the final disposition of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced Claim to Indemnitee pursuant to this Section 5. Subject to which the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemniteeadvance related.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate Articles of Incorporation Incorporation, as amended to date (the "Certificate Articles of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses paid pursuant to this paragraph 4 from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) ; seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ten business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Amended and Restated Certificate of Incorporation Incorporation, as the same may have been amended from time to time (the "Certificate of Incorporation") ), or the Company's Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, or beyond the scope of indemnification permitted by the Delaware General Corporation Law, and provided provided, further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee4.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee, or cause Indemnitee to be indemnified, against any and all costs and expenses (including attorneys' and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two five (5) business days of that such request) advance those costs and such expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any action brought by formal proceedings Indemnitee for (i) indemnification or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider advance payment of Expenses by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision of the Company's Certificate ’s amended and restated memorandum and articles of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") association now or hereafter in effect relating to Claims for Indemnifiable Events, or Events and/or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevailsis determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; provided provided, however, that Indemnitee shall be required to reimburse such expenses in the event that a court final judicial determination is made (as to which all rights of competent jurisdiction has not found Indemnitee's claim for indemnification appeal therefrom have been exhausted or expense advancements under the foregoing clauses (a), (blapsed) that such action brought by Indemnitee was frivolous or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure Noin bad faith. 11 or an analogous rule or law, and provided further, that if a court makes such a findingExcept as set forth above in this paragraph, Indemnitee shall reimburse the Company for all amounts previously advanced not be entitled to Indemnitee indemnification or advancement of expenses pursuant to this Section 5. Subject to the provisos contained Agreement in the preceding sentence, to the fullest extent permitted connection with any Claim initiated by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as the same may have been amended from time to time (the "Certificate of Incorporation") ), or the Company's Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, or beyond the scope of indemnification permitted by the Delaware General Corporation Law, and provided provided, further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. It is the intent of the Corporation that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company Corporation shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two (2) business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether by formal proceedings or through demand and negotiation without formal proceedings: action brought by, Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or an Expense Advance by the Corporation under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the CompanyCorporation, or (c) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsis determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (a), (b) or and (c) ), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the Company waives any and all rights extent that it may have is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to recover its costs and expenses from Indemniteethe Corporation of this Agreement shall constitute an undertaking providing that Indemnitee undertakes to repay, if required by law, the amounts advanced (without interest) to the extent Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's ’s Certificate of Incorporation (the "“Certificate of Incorporation") ”), or Bylaws (the "“Bylaws") ”), now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company; provided, however that the Company shall be entitled to be reimbursed by Indemnitee for any Expense Advances set forth in each case regardless of whether Indemnitee ultimately prevails; provided that this Section 4 in accordance with Section 2(b) if the Reviewing Party determines (or, if applicable, a court of competent jurisdiction has makes a final judicial determination as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not found Indemnitee's claim for entitled to indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by lawAgreement, the Company waives Certificate of Incorporation or Bylaws or any and all rights that it may have to recover its costs and expenses from Indemniteeinsurance policy maintained by the Company, as applicable.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of IncorporationCERTIFICATE OF INCORPORATION") or Bylaws (the "BylawsBYLAWS") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall shall, subject to Section 11, indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ fees, disbursements and expert witnesses' feesother charges) and, if requested by Indemnitee, shall (within two ten business days of that such request) advance those costs and such expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any action brought by formal proceedings Indemnitee for (i) indemnification or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider Expense Advance by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Charter Document now or hereafter in effect relating to Claims for Indemnifiable Events, Events or (cii) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) is determined to be frivolousentitled to such indemnification, presented for an improper purposeExpense Advance or insurance recovery, without evidentiary supportas the case may be. The Company acknowledges that the right of recovery of Indemnitee under any director’s and officers’ liability insurance policies are personal to Indemnitee and shall not be considered assets of the Company’s estate under applicable bankruptcy laws and in no event shall the Company seek to interfere with, or otherwise sanctionable adversely affect, Indemnitee’s right of recovery, if any, under Federal Rule of Civil Procedure Noany such policy. 11 or an analogous rule or lawIf, and provided furtherto the extent that, that if a court makes such a finding, Indemnitee shall reimburse the Company for determines to change its domicile or jurisdiction of incorporation, the Company shall take such actions, in connection therewith, to preserve, in all amounts previously advanced respects, the indemnity protections and benefits provided to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, hereunder to the fullest extent permitted by law, under the Company waives any and all rights that it may have to recover its costs and expenses from Indemniteelaws of such new domicile or jurisdiction of incorporation.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's ’s Certificate of Incorporation Formation (the "“Certificate of Incorporation") Formation”), or Bylaws (the "“Bylaws") ”), now or hereafter in effect relating to Claims for Indemnifiable Events, Events or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company; provided, however that the Company shall be entitled to be reimbursed by Indemnitee for any Expense Advances set forth in each case regardless of whether Indemnitee ultimately prevails; provided that this Section 4 in accordance with Section 2(b) if the Reviewing Party determines (or, if applicable, a court of competent jurisdiction has makes a final judicial determination) that Indemnitee is not found Indemnitee's claim for entitled to indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by lawAgreement, the Company waives Certificate of Formation or Bylaws or any and all rights that it may have to recover its costs and expenses from Indemniteeinsurance policy maintained by the Company, as applicable.

Indemnification for Additional Expenses. The Company Companies shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of any of the Company's Companies' Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the CompanyCompanies, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company Companies for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, the Companies waive, to the fullest extent permitted by law, the Company waives any and all rights that it they may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The To the fullest extent allowable under applicable law, the Company shall also indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (advance to Indemnitee within two five business days of that such request) advance those costs , any Expenses actually and expenses to Indemnitee that are reasonably paid or incurred by Indemnitee if Indemnitee, whether in connection with any Claim by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Constituent Documents now or hereafter in effect relating to Claims for Indemnifiable EventsClaims, or and/or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company. With respect to Expenses advanced to Indemnitee under this Section 4, Indemnitee shall only be required to reimburse the Company in the event that the Court determines that each of the material assertions made by Indemnitee in connection with such Claim was frivolous or not made in good faith. For sake of clarity, to the fullest extent allowed under applicable law, the Company agrees that it will bear the expenses Indemnitee incurs in bringing a Claim to enforce his or her rights to indemnification or advancement under this Agreement or the Constituent Documents and/or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, in each case regardless of whether the Indemnitee is ultimately prevails; provided successful in such Claim, unless the Court determines that a court each of competent jurisdiction has the material assertions made by Indemnitee in such Claim was frivolous or not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a)made in good faith, (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted as mandated by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "’s Certificate of Incorporation") , as the same may have been amended from time to time (the “Certificate of Incorporation”), or the Company’s Bylaws (the "“Bylaws"”) now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, or beyond the scope of indemnification permitted by the Delaware General Corporation Law, and provided provided, further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "’s Certificate of Incorporation") , as the same may have been amended from time to time (the “Certificate of Incorporation”), or the Company’s Bylaws (the "“Bylaws"”) now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, or beyond the scope of indemnification permitted by the Delaware General Corporation Law, and provided provided, further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses Expenses (including attorneys' and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses such Expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any Claim asserted against or action brought by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or advance payment of Expenses by the Company under this Agreement, Agreement or any Other Indemnity Provision; and/or (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, . Unless payment in each case regardless full has actually been made to or on behalf of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification under any insurance policy or expense advancements under the foregoing clauses Other Indemnity Provision (aas defined in Section 11 below), within ten (b10) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted business days after any request by lawIndemnitee, the Company waives shall, in accordance with such request, (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses. The Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid Indemnitee under this Section 5 if, subsequent to the final disposition of any and all rights that it Claim asserted against or action brought by Indemnitee, Indemnitee ultimately is determined not to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may have to recover its costs and expenses from Indemniteebe.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that such request) advance those costs and such expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any claim asserted or action brought by formal proceedings Indemnitee for (i) indemnification or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider advance payment of Expenses by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision By-law of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Events, or Events and/or (cii) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) is determined to be frivolousentitled to such indemnification, presented advance expenses payment or insurance recovery, as the case may be. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for an improper purposesome or a portion of the Expenses, without evidentiary supportjudgments, fines, penalties and amounts paid in settlement of a Claim but now, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise sanctionable under Federal Rule in defense of Civil Procedure No. 11 any or all Claims relating in whole or in part to an analogous rule Indemnifiable Event or lawin defense of any issue or matter therein, and provided further, that if a court makes such a findingincluding dismissal without prejudice, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentencebe indemnified, to the fullest extent permitted by law, against all Expenses incurred in connection with such Indemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall, to the extent permitted by law, be on the Company waives to establish that Indemnitee is not so entitled. No Presumption. For purposes of this Agreement, the termination of any and all rights claim, action, suit or proceeding, whether civil or criminal, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that it may Indemnitee did not meet any particular standard of conduct or have to recover its costs and expenses from Indemniteeany particular belief or that a court has determined that indemnification is not permitted by applicable law.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including reasonable attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two five business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "’s Certificate of Incorporation") , as the same may have been amended from time to time (the “Certificate of Incorporation”), or the Company’s Bylaws (the "“Bylaws"”) now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, or beyond the scope of indemnification permitted by the Business Corporation Law of the State of New York, (“Business Corporation Law”), and provided provided, further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee6.

Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two twenty (20) business days of that such request) advance those costs and expenses such Expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any action brought by formal proceedings Indemnitee for (i) indemnification or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider advance payment of Expenses by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision bylaw of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Events, effect; or (cii) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevailsis determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. (b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. 7. Advancement of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred or to be incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the obligation of the Company to advance Expenses pursuant to this Section 7 shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction has to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) be permitted to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable indemnified under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, applicable law shall not be binding and provided further, that if a court makes such a finding, Indemnitee shall not be required to reimburse the Company for all amounts previously advanced any advance of Expenses until a final judicial determination is made with respect thereto (as to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and which all rights that it may of appeal therefrom have to recover its costs and expenses from Indemniteebeen exhausted or lapsed). 8.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate Articles of Incorporation Incorporation, as amended to date (the "Certificate Articles of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable 4 73 under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses paid pursuant to this paragraph 4 from Indemnitee. 5.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as the same may have been amended from time to time (the "Certificate of Incorporation") ), or the Company's Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse or beyond the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent scope of indemnification permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.Delaware General

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider under this Agreement, ; (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation") ), or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, ; or (c) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses clause (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (reimburse Indemnitee for, or advance to Indemnitee, within two five business days of that such request) advance those costs , any and expenses to Indemnitee that are all Expenses paid or incurred by Indemnitee if Indemniteeor which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, whether instituted or conducted by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Constituent Documents now or hereafter in effect relating to Claims for Indemnifiable EventsClaims, or and/or (cb) seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) is determined to be frivolousentitled to such indemnification, presented for an improper purposereimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without evidentiary supportinterest, any such advance of Expenses (or otherwise sanctionable portion thereof) which remains unspent at the final disposition of the Claim to which the advance related. Partial Indemnity. If Indemnitee is entitled under Federal Rule any provision of Civil this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Procedure Nofor Notification. 11 To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or an analogous rule or law, and provided further, that if a court makes such a findingIndemnifiable Loss, Indemnitee shall reimburse submit to the Company for all amounts previously advanced a written request therefor, including a brief description (based upon information then available to Indemnitee pursuant to this Section 5Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. Subject to If, at the provisos contained in time of the preceding sentence, to the fullest extent permitted by lawreceipt of such request, the Company waives has directors' and officers' liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and all only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights that it may have to recover its costs and expenses from Indemniteeor insurance coverage.

Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) Expenses and, if requested by Indemnitee, shall (within two thirty (30) business days of that request) advance those costs and expenses Expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemniteein connection with any claim asserted against, whether by formal proceedings or through demand and negotiation without formal proceedings: action brought by, Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or an Expense Advance by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") Charter or Bylaws (of the "Bylaws") Company now or hereafter in effect relating to Claims for Indemnifiable Eventsany Claim or Proceeding, or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, or (c) enforcement of, or claims for breaches of, any provision of this Agreement, in each case of the foregoing situations, regardless of whether Indemnitee ultimately prevailsthe nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements under provided, however, with respect to the foregoing clauses (a), (b) or and (c) ), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to be frivolous, presented for an improper purpose, without evidentiary support, the extent Indemnitee is successful on such underlying claims or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company waives any and all rights of this Agreement shall constitute an undertaking providing that it may have the Indemnitee undertakes to recover its costs and expenses from Indemniteerepay the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Governing Formation Documents now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the CompanyCompany or HLS, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's ’s claim for indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 54. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by applicable law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two ten (10) business days after receipt of that such request) advance those costs and such expenses to Indemnitee that Indemnitee, which are incurred by Indemnitee if Indemnitee, whether in connection with any claim asserted against or action brought by formal proceedings or through demand and negotiation without formal proceedings: Indemnitee for (a) seeks to enforce Indemnitee's rights wider indemnification or advance payment of Expenses by the Company under this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement Agreement or indemnification under any other agreement or any provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") Charter Documents now or hereafter in effect relating to Claims for Indemnifiable Events, or ; and/or (cb) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company; provided that, in each case regardless of whether either case, Indemnitee ultimately prevails; provided that a court of competent jurisdiction has is determined to be entitled in whole or in part, to such indemnification, advance expense payment or insurance recovery, as the case may be. The Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid Indemnitee under this Section 5 if Indemnitee ultimately is determined not found Indemnitee's claim for indemnification to be entitled to such indemnification, advance expense payment or expense advancements under insurance recovery, as the foregoing clauses (a)case may be. Notwithstanding the foregoing, (bi) or the indemnification of any additional expense under this Section 5 must be made by December 31st of the year next following the calendar year in which the expense was incurred; and (cii) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Indemnitee’s recovery from the Company for all amounts previously advanced to Indemnitee pursuant to of any additional expenses under this Section 5. Subject to 5 must take place during the provisos contained in the preceding sentence, to the fullest extent permitted by law, the Company waives any and all rights time that it may have to recover its costs and expenses from Indemniteethis Agreement remains effective.

Indemnification for Additional Expenses. The Company shall indemnify indemnify, or cause the indemnification of, the Indemnitee against any and all costs and expenses Indemnifiable Expenses (including attorneys' and expert witnesses' fees) and, if requested by the Indemnitee, shall (within two business days of that request) advance those costs such Indemnifiable Expenses to the Indemnitee subject to and expenses to Indemnitee that in accordance with Section 2(b)), which are incurred by the Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's rights wider this Agreement, (b) seeks to enforce Indemnitee's rights to expense advancement or indemnification under in connection with any other agreement or provision of the Company's Certificate of Incorporation (the "Certificate of Incorporation") or Bylaws (the "Bylaws") now or hereafter in effect relating to Claims for Indemnifiable Events, or (c) seeks recovery under any directors' and officers' liability insurance policies maintained non-frivolous action brought by the Company, in each case regardless of whether Indemnitee ultimately prevails; provided that a court of competent jurisdiction has not found Indemnitee's claim for indemnification or expense advancements an Expense Advance by the Company under this Agreement. If a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the foregoing clauses (a)Indemnitee is not entitled to such indemnification or Expense Advance, (b) or (c) as the case may be, the Company shall be entitled to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, reimbursed by the Indemnitee shall (who hereby agrees to reimburse the Company Company) for all such amounts previously advanced to Indemnitee paid pursuant to this Section 53. Subject to The Company shall also indemnify, or cause the provisos contained in the preceding sentence, to the fullest extent permitted by lawindemnification of, the Company waives Indemnitee against any and all rights Indemnifiable Expenses (and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2(b)), which are incurred by the Indemnitee in connection with any non-frivolous action brought by the Indemnitee for recovery under any “Separate Side A” directors and officers liability insurance policy (as distinguished from “Side A” coverage provided under a directors and officers liability insurance policy) purchased by the Company for the Indemnitee’s benefit; provided, however, that it may have to recover its costs the indemnification and expenses from Indemnitee.advancement provided for in this sentence shall

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' ’ and expert witnesses' ’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: (a) seeks to enforce Indemnitee's ’s rights wider under this Agreement, (b) seeks to enforce Indemnitee's ’s rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate ’s Articles of Incorporation (the "Certificate “Articles of Incorporation") ”), or Bylaws (the "“Bylaws") ”), now or hereafter in effect relating to Claims for Indemnifiable Events, Events or (c) seeks recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company; provided, however that the Company shall be entitled to be reimbursed by Indemnitee for any Expense Advances set forth in each case regardless of whether Indemnitee ultimately prevails; provided that this Section 4 in accordance with Section 2(b) if the Reviewing Party determines (or, if applicable, a court of competent jurisdiction has makes a final judicial determination) that Indemnitee is not found Indemnitee's claim for entitled to indemnification or expense advancements under the foregoing clauses (a), (b) or (c) to be frivolous, presented for an improper purpose, without evidentiary support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11 or an analogous rule or law, and provided further, that if a court makes such a finding, Indemnitee shall reimburse the Company for all amounts previously advanced to Indemnitee pursuant to this Section 5. Subject to the provisos contained in the preceding sentence, to the fullest extent permitted by lawAgreement, the Company waives Articles of Incorporation or Bylaws or any and all rights that it may have to recover its costs and expenses from Indemniteeinsurance policy maintained by the Company, as applicable.