Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. Subject to Section 8 below, to the fullest extent permitted by law, the Company shall advance all Expenses incurred or to be incurred by the Indemnitee in connection with any Proceeding, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Person that the Indemnitee has satisfied any applicable standard of conduct for indemnification.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 8 7(a) below, to the fullest extent permitted by law, the Company shall advance all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, Proceeding to which the Indemnitee was or is made, a party or is threatened to be made, made a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she the Indemnitee is or was an Agent, Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or by reason on behalf of anything done or not done by him or her the Indemnitee to repay the amount advanced in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, the event and to the extent that, that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified indemnification by the Company under and (ii) satisfactory documentation supporting such Expenses. The foregoing shall include without limitation the provisions of this Agreement, the Certificate of Incorporation right to be advanced fees on fees in any proceeding to enforce a right to indemnification or By-Laws advancement. Such advances are intended to be an obligation of the Company, Company to the Law or otherwiseIndemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten (10) 20 days following delivery of a written request therefor therefore by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess fails to the Company within ten (10) days of (i) the discovery pay Expenses as incurred by the Indemnitee of the excess of such advance or (ii) the notification as required by this paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company of its discovery of the excess of such advanceto pay Expenses as set forth in this paragraph. The Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Person enforcement of the Company's obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnificationdamages.

Mandatory Advancement of Expenses. Subject to Section 8 below, to the fullest extent permitted If requested by lawIndemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within (30) 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, but in the case of invoices received by Indemnitee, such invoices may be redacted as reasonably necessary to avoid the waiver of any privilege accorded by applicable law. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including in connection with the investigation, defense, settlement or any appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacitytherein. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and only if and to the extent that, it shall ultimately be determined by a court of competent jurisdiction in a final judgment not subject to further appeal, that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate Company’s Bylaws or the DGCL, and no additional form of Incorporation or By-Laws of the Company, the Law or otherwise. The advances undertaking with respect to be made hereunder such obligation to repay shall be paid from time required. Indemnitee’s undertaking to time, whether prior repay any Expenses advanced to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances hereunder shall be unsecured, shall not be subject to the accrual or payment of any interest free thereon and shall be made without regard reference to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s such advancements or ultimate entitlement to indemnification under the other provisions of this Agreementindemnification. In the event that Indemnitee’s request for the Company advances an amount in excess advancement of any properly documented Expense, the expenses shall be accompanied by affidavit by counsel to Indemnitee shall return such excess to the Company within ten (10) days effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, then such expenses shall be deemed reasonable in the absence of (i) clear and convincing evidence to the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Person that the Indemnitee has satisfied any applicable standard of conduct for indemnificationcontrary.

Mandatory Advancement of Expenses. Subject to Section 8 10 below, Verigy US shall advance prior to the fullest extent permitted by law, final disposition of the Company shall advance Proceeding all Expenses incurred or to be incurred by the Indemnitee in connection with any Proceeding, (including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or preparation for) a Proceeding related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacityIndemnifiable Event. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company Verigy US under the provisions of this Agreement, the Verigy US’s Certificate of Incorporation or By-Laws laws or the DGCL. Notwithstanding the preceding sentence or any other provision of this Agreement, Verigy US, on its own behalf and that of its Subsidiaries and Affiliates, waives any undertaking by Indemnitee to repay any advance or payment of Expenses, to the Company, maximum extent permitted by the Law or otherwiseDGCL. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company Verigy US to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation Verigy US. In addition, for avoidance of doubt, Verigy US agrees to the Company pay promptly, whether by way of an invoice reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other substantiation participant by reason of the specific nature and amount fact that Indemnitee is or was serving Verigy US or an Affiliate of each Expense to be advanced by the CompanyVerigy US as an Indemnifiable Person. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Person Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Mandatory Advancement of Expenses. Subject to Section 8 belowIf requested by Indemnitee, the Company shall advance, to the fullest extent permitted by law, prior to the Company shall advance final disposition of the Proceeding, all Expenses incurred or related to be an Indemnifiable Event (a) incurred by the Indemnitee in connection with (including in preparation for) a Proceeding not initiated by Indemnitee, or (b) incurred in any Proceeding initiated by Indemnitee to the extent such Proceeding is initiated by Indemnitee in accordance with clauses (i)-(iii) of Section 9(a) of this Agreement, within (30) 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, provided, however, that Indemnitee shall not be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. The right to advances under this Section shall in all events continue until final disposition of any Proceeding, including in connection with any appeal therefrom and/or a final adjudication not subject to further appeal. Advances pursuant to this Section 6(a) shall be made without regard to Indemnitee’s (i) ability to repay the investigationexpenses, defense(ii) ultimate entitlement to indemnification under the other provisions of this Agreement, settlement and (iii) entitlement to and availability of insurance coverage, including advancement, payment or appeal reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such Proceedingadvancement, payment or any actionreimbursement is withheld, discovery event, claim, issue conditioned or matter therein or related thereto, to which delayed by the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacityinsurer(s)). The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and only if and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions and no additional form of this Agreement, the Certificate of Incorporation or By-Laws of the Company, the Law or otherwiseundertaking with respect to such obligation to repay shall be required. The advances Indemnitee’s undertaking to be made repay any Expenses advanced to Indemnitee hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute unsecured and shall not be subject to the accrual or payment of any prior determination interest thereon. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. This Section 6 shall not apply to any Person that the request for advancement of Expenses made by Indemnitee has satisfied any applicable standard for which such advancement of conduct for indemnificationExpenses is excluded pursuant to Section 9 of this Agreement.

Mandatory Advancement of Expenses. Subject to Section 8 below, to the fullest extent permitted If requested by lawIndemnitee, the Company shall advance prior to the final disposition of any Proceeding all Expenses incurred or to be actually and reasonably incurred by the Indemnitee in defending or otherwise participating in such Proceeding related to Indemnitee’s Corporate Status or in connection with any Proceedingestablishing or enforcing a right to indemnification under this Agreement, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness Section 145 or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and only if and to the extent that, it shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation or By-Laws of or the Company, the Law or otherwiseDGCL. The advances of Expenses to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) business days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute unsecured and shall not be subject to the accrual or payment of any prior determination by interest thereon. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any Person that the advancement of Expenses for which Indemnitee has satisfied any applicable standard made a written demand in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of conduct for indemnificationIndemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable.

Mandatory Advancement of Expenses. (a) Subject to Section 8 below, to the fullest extent permitted by lawterms of this Agreement, the Company shall advance advance, interest free, all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, Proceeding to which the Indemnitee was or is made, a party or is threatened to be made, made a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she Indemnitee is or was an AgentAgent of the Company (unless there has been a final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. By execution of this Agreement, or by reason of anything done or not done by him or her in such capacity. The Indemnitee hereby undertakes agrees to promptly repay such amounts the amount advanced only if, in the event and to the extent that, that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified indemnification by the Company to the extent set forth in this agreement and under the provisions of this Agreement, the Certificate of Incorporation or By-Laws Delaware law. Such advances are intended to be an obligation of the Company, the Law or otherwiseCompany to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten (10) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company Company, along with such documentation and the presentation information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an invoice amount sufficient to pay such Expenses, or other substantiation of the specific nature and amount of each Expense to be advanced (c) reimbursing Indemnitee for Expenses already paid by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of fails to pay Expenses as incurred by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any properly documented Expense, the Indemnitee shall return such excess court having jurisdiction to require the Company within ten (10) days of (i) the discovery by the to pay Expenses as set forth in this paragraph. If Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Person enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnificationdamages.

Mandatory Advancement of Expenses. Subject to Section 8 below, to the fullest extent permitted If requested by lawIndemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, (including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or preparation for) a Proceeding related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacityIndemnifiable Event. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and only if and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate Company’s bylaws, or the DGCL, and no additional form of Incorporation or By-Laws of the Company, the Law or otherwiseundertaking with respect to such obligation to repay shall be required. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten thirty (1030) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute unsecured and shall not be subject to the accrual or payment of any prior determination interest thereon. In the event that Indemnitee’s request for the advancement of Expenses shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, then such Expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary. In the case of invoices in connection with legal services, any Person reference to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law is not required to be included with the Indemnitee has satisfied any applicable standard of conduct for indemnificationinvoice.

Mandatory Advancement of Expenses. Subject to Section 8 10 below, to the fullest extent permitted by law, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred or to be incurred by the Indemnitee in connection with any Proceeding, (including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or preparation for) a Proceeding related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacityIndemnifiable Event. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate Company's Articles of Incorporation Association or By-Laws the Singapore Companies Act. Notwithstanding the preceding sentence or any other provision of this Agreement, the Company, on its own behalf and that of its Subsidiaries and Affiliates, waives any undertaking by Indemnitee to repay any advance or payment of Expenses, to the Law or otherwisemaximum extent permitted by the Singapore Companies Act. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to Company. In addition, for avoidance of doubt, the Company agrees to pay promptly, whether by way of an invoice reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee's behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other substantiation participant by reason of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event fact that Indemnitee is or was serving the Company advances an amount in excess or a Subsidiary or Affiliate of any properly documented Expense, the Indemnitee shall return such excess to the Company within ten (10) days of (i) the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advanceas an Indemnifiable Person. The Indemnitee’s 's right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Person Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee's undertaking to repay any Expenses advanced to the Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Mandatory Advancement of Expenses. Subject to Section 8 below, to the fullest extent permitted If requested in writing by lawIndemnitee, the Company shall advance advance, prior to the final disposition of the respective Proceeding, all Expenses incurred or to be actually and reasonably incurred by the Indemnitee in connection with any Proceeding, (including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or preparation for) a Proceeding related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by him or her in such capacityIndemnifiable Event. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and only if and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation Company’s Bylaws or By-Laws of the Company, the Law or otherwiseGCL. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten thirty (1030) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured, interest free unsecured and shall not be made without regard subject to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions accrual or payment of this Agreementany interest thereon. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess fails to the Company within ten (10) days of (i) the discovery pay Expenses as incurred by the Indemnitee as required by this section, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company to pay Expenses as set forth in this section. If Indemnitee seeks mandatory injunctive relief pursuant to this section, it shall not be a defense to enforcement of the excess Company’s obligations set forth in this section that Indemnitee has an adequate remedy at law for damages. Should Indemnitee demand advancement of such advance or (ii) the notification by Expenses in connection with a Proceeding where the Company of its discovery of the excess of believes there has been a relevant final determination that renders Indemnitee ineligible for such advance. The Indemnitee’s advancement, such right to advancement of Expenses hereunder is absolute and shall not be subject determined according to any prior determination by any Person that the Indemnitee has satisfied any applicable standard of conduct for indemnificationprocess in 8(c).

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 8 7(a) below, to the fullest extent permitted by law, the Company shall advance all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, including (unless there has been a final determination that the Indemnitee is not entitled to advancement or indemnification for such Expenses): (i) in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, Proceeding to which the Indemnitee was or is made, a party or is threatened to be made, made a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she the Indemnitee is or was an Agent, Agent of the Company and (ii) for any legal proceeding brought to determine Indemnitee's right to advancement or by reason of anything done or not done by him or her in such capacityindemnification. The foregoing right shall attach only upon receipt of: (i) notice and demand by Indemnitee; (ii) an undertaking by or on behalf of the Indemnitee hereby undertakes to promptly repay such amounts the amount advanced only if, in the event and to the extent that, that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified such advancement or indemnification by the Company under (including, in a legal proceeding brought to determine Indemnitee's right to advancement or indemnification, repayment to the provisions of this Agreement, the Certificate of Incorporation or By-Laws extent Indemnitee does not prevail); and (iii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company, Company to the Law or otherwiseIndemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten twenty (1020) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess fails to the Company within ten (10) days of (i) the discovery pay Expenses as incurred by the Indemnitee of the excess of such advance or (ii) the notification as required by this paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company of its discovery of the excess of such advanceto pay Expenses as set forth in this paragraph. The Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Person enforcement of the Company's obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnificationdamages.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 8 7(a) below, to the fullest extent permitted by law, the Company shall advance all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, Proceeding to which the Indemnitee was or is made, a party or is threatened to be made, made a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she the Indemnitee is or was an Agent, Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or by reason on behalf of anything done or not done by him or her the Indemnitee to repay the amount advanced in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified indemnification by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company, Company to the Law or otherwiseIndemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten twenty (1020) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess fails to the Company within ten (10) days of (i) the discovery pay Expenses as incurred by the Indemnitee of the excess of such advance or (ii) the notification as required by this paragraph, Indemnitee may seek specific performance from any court having jurisdiction to require the Company of its discovery of the excess of such advanceto pay Expenses as set forth in this paragraph. The Indemnitee’s right If Indemnitee seeks specific performance pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Person enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnificationdamages.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 8 7(a) below, to the fullest extent permitted by law, the Company shall advance all Expenses incurred or to be reasonably incurred by the Indemnitee in connection with any Proceeding, including in connection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, Proceeding to which the Indemnitee was or is made, a party or is threatened to be made, made a party to or a participant in (as a witness or otherwise) by reason of the fact that he or she the Indemnitee is or was an Agent, Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or by reason on behalf of anything done or not done by him or her the Indemnitee to repay the amount advanced in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified indemnification by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company, Company to the Law or otherwiseIndemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee within ten twenty (1020) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company advances an amount in excess of any properly documented Expensefails to pay Expenses as incurred by the Indemnitee as required by this paragraph, the Indemnitee may seek mandatory equitable relief from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If the Indemnitee seeks mandatory equitable relief pursuant to this paragraph, it shall return such excess not be a defense to enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has an adequate remedy at law for damages. This Section 6 shall not apply to the Company within extent that advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement. The Indemnitee shall not enter into any settlement in connection with a Proceeding (or any part thereof) without ten (10) days of (i) days’ prior written notice to the discovery by the Indemnitee of the excess of such advance or (ii) the notification by the Company of its discovery of the excess of such advanceCompany. The Company shall not settle any Proceeding (or any part thereof) without the Indemnitee’s right to advancement of Expenses hereunder is absolute and prior written consent, which shall not be subject to any prior determination by any Person that the Indemnitee has satisfied any applicable standard of conduct for indemnificationunreasonably withheld.