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 and, if requested in writing by Indemnitee, shall, within 20 business days of such written request, advance such Expenses to Indemnitee that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (a) indemnification of Expenses or Expense Advances 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, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be; provided that, if and to the extent that a court of competent jurisdiction determines (and 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 Proceeding was not made in good faith or was frivolous, the Company shall not be obligated to pay any such Expenses incurred by Indemnitee in connection with such suit and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid under this Section 5.

Indemnification for Expenses Incurred in Enforcing Rights. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested in writing by Indemnitee, shall, within 20 business days of such written request, advance such Expenses to Indemnitee that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for: (ai) indemnification or advance payment of Expenses or Expense Advances by the Company under this Agreement or any other agreement or under applicable law or the Company’s Articles Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events; , and/or (bii) recovery under directors’ and officers’ liability insurance policies maintained by the Company; provided, regardless of whether however, that the Company shall have no obligation to indemnify Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as for any expenses incurred by Indemnitee for the case may be; provided that, foregoing (i) and (ii) if and to the extent that a court of competent jurisdiction determines (and 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 Proceeding proceeding was not made in good faith or was frivolous. (b) In addition, the Company shall not be obligated shall, if so requested by Indemnitee, advance Expenses to pay any such Expenses incurred by Indemnitee in connection with the actions described in Section 5(a) above, subject to and in accordance with Section 2(c); provided, however, that by executing this Agreement, Indemnitee hereby undertakes to promptly repay the Company any and all such suit and shall be entitled to be reimbursed Expense Advances if the court determines that each of the material assertions made by Indemnitee (who hereby agrees to reimburse in the Company) for all such amounts theretofore paid under this Section 5underlying action was not made in good faith or was frivolous.