Common use of Indemnification for Expenses Incurred in Enforcing Rights Clause in Contracts

Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification of Expenses or advancement of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or the Company's Articles of Incorporation or Bylaws now or hereafter in effect, relating to indemnification for Indemnifiable Events; and/or (b) recovery under directors' and officers' liability insurance policies maintained by the Company, for amounts paid in settlement, if, upon instruction from the Board, the Reviewing Party has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses. If requested by Indemnitee, the Company shall, within 10 business days after such request, advance to Indemnitee such Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification A. Indemnification of Expenses or advancement advances of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or the Company's Articles articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; , and/or (b) recovery B. Recovery under directors' and officers' liability insurance policies maintained by the Company, for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company shall not settle any Proceeding proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expenseExpense, to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding the proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company (a) Subject to Section 6, the Corporation shall indemnify Indemnitee you against any and all Expenses actually and reasonably Costs that are incurred by Indemnitee you as a result of or in connection with any claim asserted against or action (an “Entitlement Action”) brought by Indemnitee foryou, the Corporation or a third party to determine whether you are entitled to: (ai) indemnification of Expenses or advancement of Expenses be indemnified by the Company Corporation under this Agreement, or under the Corporation’s by-laws, under any other agreement, agreement or under applicable law, or the Company's Articles of Incorporation or Bylaws law now or hereafter in effect, effect relating to indemnification for Indemnifiable Eventsof directors and officers; and/or (bii) recovery recover under directors' and officers' liability insurance policies any D&O Policy maintained by the Company, for amounts paid Corporation in settlement, if, upon instruction from respect of Costs incurred by you as a result of or in connection with a Proceeding in the Boardevent you obtain a judgment in your favour in such Entitlement Action. (b) Subject to Section 6, the Reviewing Party has approved Corporation shall from time to time reimburse or advance the settlement. If requested funds necessary for the payment of Costs incurred by Indemniteeyou as a result of or in connection with an Entitlement Action, including the Company shallinvestigation, monitoring, defence or appeal (or motion or application for leave to appeal) of such Entitlement Action in advance of the final disposition thereof, within ten thirty (1030) business days of a written request by you. For greater certainty, in the event you do not obtain a judgment in your favour in such requestEntitlement Action, advance any reimbursement or advancement of funds for the payment of Costs made to Indemnitee any Expenses you by the Corporation pursuant to which Indemnitee is entitled under this Section 5. The Company 9(b) shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's be deemed to have been an unsecured loan by the Corporation to you, and you shall repay such amounts to the Corporation within thirty (30) days of a written consent. Neither request by the Company nor Indemnitee will unreasonably withhold its consent Corporation for repayment, subject to any proposed settlementrights you may have to counterclaim or set off. No interest shall be payable by you with respect to such loan. (c) The Company Corporation shall not be liable indemnify you against all costs of collection that are incurred by you as a result of or in connection with any action to indemnify Indemnitee under this Agreement with regard to any judicial collect a judgment or award if the Company was not in an Entitlement Action in which judgment has been given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreementyour favour.

Indemnification for Expenses Incurred in Enforcing Rights. The It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall indemnify Indemnitee against pay and be solely responsible for any and all Expenses actually costs, charges and expenses (including without limitation attorneys' and others' fees and (expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any other person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with any claim asserted against or action brought such suit and shall be entitled to be reimbursed by Indemnitee for: (a) indemnification of Expenses or advancement of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or who hereby agrees to reimburse the Company's Articles of Incorporation or Bylaws now or hereafter in effect, relating to indemnification ) for Indemnifiable Events; and/or (b) recovery under directors' and officers' liability insurance policies maintained by the Company, for all such amounts theretofore paid in settlement, if, upon instruction from the Board, the Reviewing Party has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 55(c). The Company shall not settle Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee claim under this Agreement with regard Section 5(c), Indemnitee from time to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, time may retain counsel of his choice to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreementrepresent him.

Indemnification for Expenses Incurred in Enforcing Rights. The It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its 27 obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall indemnify Indemnitee against pay and be solely responsible for any and all Expenses actually costs, charges and expenses (including without limitation attorneys' and others' fees and expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with any claim asserted against or action brought such suit and shall be entitled to be reimbursed by Indemnitee for: (a) indemnification of Expenses or advancement of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or who hereby agrees to reimburse the Company's Articles of Incorporation or Bylaws now or hereafter in effect, relating to indemnification ) for Indemnifiable Events; and/or (b) recovery under directors' and officers' liability insurance policies maintained by the Company, for all such amounts theretofore paid in settlement, if, upon instruction from the Board, the Reviewing Party has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 55(c). The Company shall not settle Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee claim under this Agreement with regard Section 5(c), Indemnitee from time to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, time may retain counsel of his choice to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreementrepresent him.

Indemnification for Expenses Incurred in Enforcing Rights. 5.1 The Company Corporation shall indemnify the Indemnitee against any against, and if requested by Indemnitee, the Corporation shall, within ten business days of such request, advance to Indemnitee, all Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification Indemnification of Expenses or advancement of Expenses an Expense Advance by the Company Corporation under this Agreement, Agreement or any other agreement, agreement or under applicable law, law or the Company's Articles Corporation’s articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; and/or, or (b) recovery Recovery under directors' ’ and officers' ’ liability insurance policies maintained by the Company, Corporation for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. . 5.2 The Company Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's ’s written consent. Neither the Company Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Corporation shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's Corporation’s liability under this Agreement shall not be excused if its participation in such the Proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses. If requested by Indemnitee, the Company shall, within 10 business days after such request, advance to Indemnitee such Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification A. Indemnification of Expenses or advancement advances of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or the Company's Articles ’s articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; , and/or (b) recovery B. Recovery under directors' ’ and officers' ’ liability insurance policies maintained by the Company, for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company shall not settle any Proceeding proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's ’s written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expenseExpense, to participate in the defense of such action; however, the Company's ’s liability under this Agreement shall not be excused if participation in such Proceeding the proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company Corporation shall indemnify the Indemnitee against any against, and if requested by Indemnitee, the Corporation shall, within ten (10) business days of such request, advance to Indemnitee, all Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification Indemnification of Expenses or advancement of Expenses an Expense Advance by the Company Corporation under this Agreement, Agreement or any other agreement, agreement or under applicable law, law or the CompanyCorporation's Articles articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; and/or, or (b) recovery Recovery under directors' and officers' liability insurance policies maintained by the Company, Corporation for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Corporation shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the CompanyCorporation's liability under this Agreement shall not be excused if its participation in such the Proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company Corporation shall indemnify the Indemnitee against any and all Expenses. If requested by Indemnitee, the Corporation shall, within ten business days of such request, advance to Indemnitee such Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification Indemnification of Expenses or advancement advances of Expenses by the Company Corporation under this Agreement, Agreement or any other agreement, agreement or under applicable law, law or the CompanyCorporation's Articles certificate of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; and/or, or (b) recovery Recovery under directors' and officers' liability insurance policies maintained by the Company, Corporation for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Corporation shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the CompanyCorporation's liability under this Agreement shall not be excused if its participation in such the Proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company Bancorp shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by the Indemnitee in enforcing his or her rights under this Agreement. If requested by Indemnitee, Bancorp shall, within ten business days of such request, advance to Indemnitee such Expenses as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification Indemnification of Expenses or advancement of Expenses Indemnitee by the Company Bancorp under this Agreement, or any other agreement, or under applicable law, or the CompanyBancorp's Articles articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; , and/or (b) recovery under directors' and officers' liability insurance policies maintained by the CompanyBancorp, for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company Bancorp shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither Bancorp nor the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Bancorp shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Bancorp was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the CompanyBancorp's liability under this Agreement shall not be excused if participation in such the Proceeding by the Company Bancorp was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of her rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of her choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall indemnify Indemnitee against pay and be solely responsible for any and all Expenses actually costs, charges and expenses (including without limitation attorneys' and others' fees and (expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any other person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with any claim asserted against or action brought such suit and shall be entitled to be reimbursed by Indemnitee for: (a) indemnification of Expenses or advancement of Expenses by the Company under this Agreement, or any other agreement, or under applicable law, or who hereby agrees to reimburse the Company's Articles of Incorporation or Bylaws now or hereafter in effect, relating to indemnification ) for Indemnifiable Events; and/or (b) recovery under directors' and officers' liability insurance policies maintained by the Company, for all such amounts theretofore paid in settlement, if, upon instruction from the Board, the Reviewing Party has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 55(c). The Company shall not settle Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee claim under this Agreement with regard Section 5(c), Indemnitee from time to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, time may retain counsel of her choice to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreementrepresent her.

Indemnification for Expenses Incurred in Enforcing Rights. The Company Bancorp shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by the Indemnitee in enforcing his or her rights under this Agreement. If requested by Indemnitee, Bancorp shall, within ten business days of such request, advance to Indemnitee such Expenses as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification of Expenses or advancement of Expenses Indemnitee by the Company Bancorp under this Agreement, or any other agreement, or under applicable law, or the Company's Articles Bancorp’s articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; , and/or (b) recovery under directors' ’ and officers' ’ liability insurance policies maintained by the CompanyBancorp, for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company Bancorp shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's ’s written consent. Neither Bancorp nor the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Bancorp shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Bancorp was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's Bancorp’s liability under this Agreement shall not be excused if participation in such the Proceeding by the Company Bancorp was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company Corporation shall indemnify the Indemnitee against any and all Expenses. If requested by Indemnitee, the Corporation shall, within ten business days of such request, advance to Indemnitee such Expenses actually and reasonably as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification Indemnification of Expenses or advancement advances of Expenses by the Company Corporation under this Agreement, Agreement or any other agreement, agreement or under applicable law, law or the CompanyCorporation's Articles articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; and/or, or (b) recovery Recovery under directors' and officers' liability insurance policies maintained by the Company, Corporation for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party Independent Counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company Corporation shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company Corporation was not given a reasonable and timely opportunity, at its expenseExpense, to participate in the defense of such action; however, the CompanyCorporation's liability under this Agreement shall not be excused if its participation in such the Proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses actually and reasonably expenses. If requested by Indemnitee, the Company shall, within 10 business days after such request, advance to Indemnitee such expenses as are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification of Expenses expenses or advancement advances of Expenses expenses by the Company under this Agreement, or any other agreement, or under applicable law, or the Company's Articles articles of Incorporation incorporation or Bylaws bylaws now or hereafter in effect, effect relating to indemnification for Indemnifiable Events; indemnifiable events, and/or (b) recovery under directors' and officers' liability insurance policies maintained by the Company, for amounts paid in settlement, if, upon instruction from settlement if the Board, the Reviewing Party independent counsel has approved the settlement. If requested by Indemnitee, the Company shall, within ten (10) business days of such request, advance to Indemnitee any Expenses to which Indemnitee is entitled under this Section 5. The Company shall not settle any Proceeding proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding the proceeding by the Company was barred by this Agreement.

Indemnification for Expenses Incurred in Enforcing Rights. The (a) Subject to Section 5, the Company shall indemnify Indemnitee you against any and all Expenses actually and reasonably reasonable Costs that are incurred by Indemnitee you as a result of or in connection with any claim asserted against or action (an “Entitlement Action”) brought by Indemnitee foryou, the Company or a third party to determine whether you are entitled to: (ai) indemnification of Expenses or advancement of Expenses be indemnified by the Company under this Agreement, or under the Company’s by-laws, under any other agreement, agreement or under applicable law, or the Company's Articles of Incorporation or Bylaws law now or hereafter in effect, effect relating to indemnification for Indemnifiable Eventsof directors and officers; and/or (bii) recovery recover under directors' and officers' liability insurance policies any D&O Policy maintained by the Company, for amounts paid Company in settlement, if, upon instruction from respect of Costs incurred by you as a result of or in connection with a Proceeding in the Board, the Reviewing Party has approved the settlement. If requested by Indemniteeevent you obtain a judgment in your favour in such Entitlement Action. (b) Subject to Section 5, the Company shallshall from time to time reimburse or advance the funds necessary for the payment of reasonable Costs incurred by you as a result of or in connection with an Entitlement Action, including the investigation, monitoring, defence or appeal (or motion or application for leave to appeal) of such Entitlement Action in advance of the final disposition thereof, within ten (10) business 60 days of a written request by you. For greater certainty, in the event you do not obtain a judgment in your favour in such requestEntitlement Action, advance any reimbursement or advancement of funds for the payment of Costs made to Indemnitee any Expenses you by the Company pursuant to which Indemnitee is entitled under this Section 5. 7(b) shall be deemed to have been an unsecured loan by the Company to you, and you shall repay such amounts to the Company within 30 days of a written request by the Company for repayment. (c) The Company shall not settle indemnify you against all reasonable costs of collection that are incurred by you as a result of or in connection with any Proceeding action to collect a judgment or award in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not an Entitlement Action in which judgment has been given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability under this Agreement shall not be excused if participation in such Proceeding by the Company was barred by this Agreementyour favour.