Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advanceshall, interest freeto the fullest extent permitted by law, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company upon receipt of (unless there has been a Final Adjudication such i) solely to the extent required by applicable law which cannot be waived, an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expensesby the Company and (ii) upon receipt satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages. Indemnitee shall, in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s: (a) ability to repay such amounts; or (b) ultimate entitlement to indemnification, until the final determination of the Proceeding.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) business days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraphSection 6, the Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraphSection 6. If the Indemnitee seeks mandatory injunctive relief pursuant to this paragraphSection 6, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph Section 6 that the Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt of satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication final determination such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore therefor by Indemnitee to the Company, along which request shall be delivered with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant Indemnitee is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse partyrequired). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction in Delaware Chancery Court to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a9(a) below, the Company shall advance, interest free, advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent agent of the Company (unless there has been or a Final Adjudication subsidiary. The Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately by final disposition that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expensesbe indemnified by the Company as authorized hereby. Such advances are intended undertaking shall not be secured and, to the extent allowed by law, shall not be an obligation of the Company subject 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 repayinterest. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along accompanied by invoices received by the Indemnitee in connection with such documentation and information as is reasonably available to expenses (but, in the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed case of invoices for in connection with legal services, but with disclosure of confidential any references to specific legal work product not required if performed or to expenditures made that would work a waiver of cause the Indemnitee to waive any privilege as to an adverse partyaccorded by applicable law shall not be included with the invoice). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses expenses as incurred by the Indemnitee as required by this paragraph, the Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses expenses as set forth in this paragraph. If the Indemnitee seeks mandatory injunctive relief or specific performance pursuant to this paragraph, it shall 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 damagesdamages or will not suffer irreparable harm, nor shall the Indemnitee be required to post a bond in connection with seeking or obtaining such relief.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (a) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (b) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraphSection 6, the Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraphSection 6 . If the Indemnitee seeks mandatory injunctive relief pursuant to this paragraphSection 6, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph Section 6 that the Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 10 below, the Company shall advance, interest free, advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the investigationextent that, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to it shall ultimately be made a party by reason of determined that the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement under the provisions of Expenses shall otherwise be unsecured and without regard to Indemniteethis Agreement, the Company’s ability to repayBylaws or the GCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within 30 ten (10) days following delivery of a written request therefore therefor by the Indemnitee to the Company. In addition, along for avoidance of doubt, the Company agrees to pay promptly, whether by way of 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 such documentation (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and information as is reasonably available shall not be subject to any prior determination by any 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 and hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there 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 a substantial risk supported by evidence that Indemnitee may not required if that would work a waiver of privilege as to an adverse party). The Company shall discharge its advancement duty by, at its option, (a) paying repay such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds advanced amounts in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company fails to pay Expenses as incurred by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief and (including without limitation specific performance2) from any court having jurisdiction to require that the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall will not be reasonably able to obtain and enforce a defense court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to enforcement any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company’s obligations set forth , but the selected form must be consented to in this paragraph that Indemnitee has an adequate remedy at law for damageswriting by the Company, which written consent may not be unreasonably withheld.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a9(a) below, the Company shall advance, interest free, advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding proceeding to which the Indemnitee is a party (or in which the Indemnitee is a participant as a witness or otherwise) or is threatened to be made a party (or a participant as a witness or otherwise) by reason of the fact that the Indemnitee is or was an Agent agent of the Company (unless there has been a Final Adjudication Company. The Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company to Indemnitee hereunder and as authorized hereby. No other form of undertaking shall in no event be deemed to be a personal loan. Such advancement required other than the execution of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repaythis Agreement. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available accompanied by reasonable evidence of the expenses incurred. The advances to be made hereunder shall be paid without regard to the Indemnitee Indemnitee’s ability to repay the expenses and is reasonably necessary without regard to determine whether and the Indemnitee’s ultimate entitlement to what extent indemnification under the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure other provisions of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteethis Agreement. In the event that the Company fails to pay Expenses expenses as incurred by the Indemnitee as required by this paragraphSection 6, the Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses expenses as set forth in this paragraphSection 6. If the Indemnitee seeks mandatory injunctive relief pursuant to this paragraphSection 6, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph Section 6 that the Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) business days following delivery of a written request therefore therefor and delivery of the undertaking by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraphSection 6, the Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraphSection 6. If the Indemnitee seeks mandatory injunctive relief pursuant to this paragraphSection 6, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph Section 6 that the Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by Indemnitee the Indemnitees in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee the Indemnitees is a party or is threatened to be made a party by reason of the fact that Indemnitee the Indemnitees is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee the Indemnitees is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitees to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitees is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to Indemnitee the Indemnitees 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 by the Company to Indemnitee the Indemnitees within 30 thirty (30) days following delivery of a written request therefore therefor by Indemnitee the Indemnitees to the Company, along Company together with such documentation and information as is reasonably available to the Indemnitee Indemnitees and is reasonably necessary to determine whether and to what extent the claimant is Indemnitees are entitled to advancement (which shall include without limitation such indemnification or advances and, in the case of advances, a statement or statements reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid evidencing the expenses incurred by IndemniteeIndemnitees. In the event that the Company fails to pay Expenses as incurred by Indemnitee the Indemnitees as required by this paragraph, Indemnitee Indemnitees may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee Indemnitees seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee Indemnitees has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a8(a) below, the Company shall advanceshall, interest freeto the fullest extent not prohibited by the Articles of Association and applicable law, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company upon receipt of (unless there has been a Final Adjudication such i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expensesby the Company and (ii) upon receipt satisfactory documentation supporting such Expenses. 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. Such advancement of Expenses loan and shall otherwise be unsecured and made without regard to Indemnitee’s ability to repayrepay any Expenses advanced. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the CompanyCompany and shall be paid whether prior to or after final disposition of such Proceeding, along with such documentation and information as is reasonably available to unless there has been a final determination by a court of competent jurisdiction that the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is not entitled to advancement (which shall include without limitation reasonably detailed invoices indemnification for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may shall be entitled to seek mandatory injunctive relief (including without limitation specific performanceperformance in accordance with Section 9(g) from any court having jurisdiction to require the Company to pay Expenses as set forth in of this paragraphAgreement. If Indemnitee seeks mandatory injunctive relief specific performance pursuant to this paragraphSection 9(g), it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to Section 8 below, to the terms of this Agreement and following notice pursuant to Section 7(a) belowfullest extent permitted by law, the Company shall advanceadvance all Expenses, interest freewithout the need of any determination pursuant to Section 7 below, all Expenses reasonably 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 Proceeding such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is a party made, 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 Indemnitee he or she is or was an Agent officer, director or 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 Company (unless there has been a Final Adjudication such extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws of the Company 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 repayCompany, 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 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation Company and information as is reasonably available the presentation to the Indemnitee Company of an invoice or other substantiation of the specific nature and is reasonably necessary amount of each Expense to determine whether be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to what extent the claimant is entitled Indemnitee’s ability to advancement (which shall include repay the Expenses and without limitation reasonably detailed invoices for legal services, but with disclosure regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteethis Agreement. In the event that the Company fails advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess 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 court having jurisdiction to require 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 pay advancement of Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it hereunder is absolute and shall not be a defense subject to enforcement of any prior determination by any Person that the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law satisfied any applicable standard of conduct for damagesindemnification.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a6(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication upon receipt satisfactory documentation supporting such Expenses. By execution of this Agreement, Indemnitee agrees to repay the amount advanced only in the event and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expensesby the Company to the extent set forth in this agreement or under Delaware law. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest free, advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the investigationextent that, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to it shall ultimately be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such determined that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company under the provisions of this Agreement, the Company’s bylaws, or the DGCL, and no additional form of undertaking with respect to Indemnitee hereunder and such obligation to repay 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 repayrequired. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within 30 thirty (30) days following delivery of a written request therefore therefor by Indemnitee to the Company, along with such documentation . Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and information as is reasonably available shall not be subject to the Indemnitee 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 accrual or payment of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteeany interest thereon. In the event that Indemnitee’s request for the Company fails advancement of Expenses shall be accompanied by an affidavit of counsel to pay Indemnitee to the effect that such counsel has reviewed such Expenses as incurred 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 reference to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by Indemnitee as applicable law is not required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require be included with the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesinvoice.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest free, advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within (30) days after the investigationreceipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, defensewhether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee, settlement or appeal but in the case of invoices received by Indemnitee, such invoices may be redacted as reasonably necessary to avoid the waiver of any Proceeding privilege accorded by applicable law. The right to which advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Indemnitee is hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined by a party or is threatened court of competent jurisdiction in a final judgment not subject to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such further appeal, that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured, shall not be subject to the accrual or payment of any interest thereon and shall in no event be deemed to be a personal loan. Such advancement of Expenses shall otherwise be unsecured and made without regard reference to Indemnitee’s ability to repay. The advances repay such advancements or ultimate entitlement to be made hereunder shall be paid by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteeindemnification. In the event that Indemnitee’s request for the Company fails advancement of expenses shall be accompanied by affidavit by counsel to pay Indemnitee to the effect that such counsel has reviewed such Expenses as incurred by Indemnitee as required by this paragraphand that such Expenses are reasonable in such counsel’s view, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagescontrary.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication final determination such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication final determination such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses). Such advances are intended to be an obligation of the Company 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. Advances shall be made without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement, and Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. The advances to be made hereunder shall be paid by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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); moreover, in no case shall Indemnitee be required if to convey any information that would work a waiver of cause Indemnitee to waive any privilege as to an adverse party)accorded by applicable law. 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to Section 8 below, to the terms of this Agreement and following notice pursuant to Section 7(a) belowfullest extent permitted by law, the Company shall advance, interest free, advance all Expenses reasonably 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 Proceeding such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is a party made, 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 Indemnitee he or she is or was an Agent 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 Company (unless there has been a Final Adjudication such extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation indemnified by the Company under the provisions of this Agreement, the Articles of Association of the Company 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 repayCompany, the Act 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 30 ten (10) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation Company and information as is reasonably available the presentation to the Indemnitee Company of an invoice or other substantiation of the specific nature and is reasonably necessary amount of each Expense to determine whether be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to what extent the claimant is entitled Indemnitee’s ability to advancement (which shall include repay the Expenses and without limitation reasonably detailed invoices for legal services, but with disclosure regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteethis Agreement. In the event that the Company fails advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess 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 court having jurisdiction to require 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 pay advancement of Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it hereunder is absolute and shall not be a defense subject to enforcement of any prior determination by any Person that the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law satisfied any applicable standard of conduct for damagesindemnification.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowAgreement, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. By execution of this Agreement, Indemnitee agrees to repay the amount advanced only in the event and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Company to the extent set forth in this agreement and under Delaware law. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse partyrequired). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee (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 Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company and (unless there has been a Final Adjudication such ii) for any legal proceeding brought to determine Indemnitee's right to advancement or indemnification. 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 to repay the amount advanced in the event and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to such advancement or indemnification for such Expensesby the Company (including, in a legal proceeding brought to determine Indemnitee's right to advancement or indemnification, repayment to the extent Indemnitee does not prevail); and (iii) upon receipt satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s 's obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication final determination such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 thirty (30) days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse partyrequired). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 thirty (30) days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. The Corporation shall pay any Liability incurred in good faith by the Indemnified Representative in advance of the final disposition of a Proceeding upon receipt of an undertaking by or on behalf of the Indemnified Representative: (ax) Subject if the Indemnified Representative is a director of the Corporation (whether or not the Indemnified Representative is also an officer or other agent of the Corporation), to repay all amounts so advanced if (but only if) it is proved by clear and convincing evidence in a court of competent jurisdiction that his omission or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the terms of this Agreement and following notice pursuant to Section 7(a) below, Corporation or undertaken with reckless disregard for the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason best interests of the fact that Indemnitee Corporation; and (y) if the Indemnified Representative is an officer or was an Agent other agent of the Company (unless Corporation other than a director, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there has been a Final Adjudication is no further right to appeal that such that Indemnitee Indemnified Representative is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expensesbe indemnified under Section 2 of this Agreement or otherwise. Such advances are intended to be an obligation The financial ability of the Company Indemnified Representative to Indemnitee hereunder and repay an advance shall in no event be deemed to not be a personal loan. Such advancement prerequisite to the making of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repaysuch advance. The advances to be made hereunder shall be paid by the Company Corporation to Indemnitee or for the benefit of the Indemnified Representative within 30 twenty (20) days following delivery of a written request therefore therefor, accompanied by Indemnitee true and complete copies of invoices therefor, by the Indemnified Representative to the CompanyCorporation. Indemnification Procedure. The Indemnified Representative shall use such Indemnified Representative's best efforts promptly to notify the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, along with such documentation and information as is reasonably available but the failure so to notify the Corporation shall not relieve the Corporation of any liability which it may have to the Indemnitee and is Indemnified Representative under this Agreement or otherwise. The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any such Proceeding with counsel reasonably necessary satisfactory to determine whether and the Indemnified Representative involved in such Proceeding, or a majority of the Indemnified Representatives involved in such Proceeding if there be more than one. If the Corporation notifies the Indemnified Representative of its election to what extent defend the claimant is Proceeding, the Corporation shall have no liability for the expenses (including attorneys' fees) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to such notice, unless any of the following pertain: (i) such expenses (including attorneys' fees) have been authorized by the Corporation; (ii) the Corporation shall not, in fact, have employed counsel reasonably satisfactory to such Indemnified Representative or such majority of Indemnified Representatives to assume the defense of such Proceeding; or (iii) it shall have been determined pursuant to Section 5(d) that the Indemnified Representative was entitled to advancement indemnification for such expenses under this Agreement or otherwise. Notwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative's own cost and expense to participate in the defense of such Proceeding. Except with respect to criminal matters and injunctive or other non-monetary relief, the Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative an unqualified release in respect of all Liabilities at issue in the Proceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented in writing to such settlement (which consent shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse partybe unreasonably withheld or delayed). The Company Any dispute related to the right to indemnification or advancement of expenses hereunder, except with respect to indemnification for Liabilities arising under the Securities Act of 1933 which the Corporation has undertaken to submit to a court for adjudication, shall discharge its advancement duty bybe enforceable only by arbitration in the City of Cincinnati, at its optionOhio (or such other metropolitan area to which the Corporation's executive offices may be relocated), in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three (a3) paying such Expenses on behalf arbitrators, one of Indemniteewhom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative and the third of whom shall be selected by the other two (b2) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteearbitrators. In the event that absence of the Company fails American Arbitration Association or if for any reason arbitration under the commercial arbitration rules of the American Arbitration Association cannot be initiated or if the arbitrators selected by the Corporation and the Indemnified Representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the Indemnified Representative have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in the metropolitan area where arbitration under this subsection would otherwise have been conducted. Each arbitrator selected as provided herein is required to pay Expenses as incurred by Indemnitee as required by be or have been a director of a corporation whose shares of common stock were listed during at least one year of such service on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotations System. The party or parties challenging the right of an Indemnified Representative to the benefits of this paragraph, Indemnitee may seek mandatory injunctive relief Agreement shall have the burden of proof. The Corporation shall reimburse the Indemnified Representative for the expenses (including without limitation specific performanceattorneys' fees and disbursements) from incurred in successfully prosecuting or defending such arbitration. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court having jurisdiction of competent jurisdiction; provided, however, that if the conduct giving rise to require the Company Liability for which indemnification is being sought has been the subject of another proceeding not directly involving the Indemnified Representative's right to pay Expenses indemnification under this Agreement or otherwise, the Corporation shall be entitled to interpose, as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense in any judicial enforcement proceeding on the arbitrators' award, any prior final judicial determination adverse to enforcement the Indemnified Representative in such other proceeding. This arbitration provision shall be specifically enforceable. Upon a payment to the Indemnified Representative under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law rights of the Indemnified Representative to recover against any person for damagessuch Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest free, advance prior to the final disposition of any Proceeding all Expenses actually and reasonably incurred by Indemnitee in defending or otherwise participating in such Proceeding related to Indemnitee’s Corporate Status or in connection with establishing or enforcing a right to indemnification under this Agreement, Section 145 or otherwise. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the investigationextent that, defenseit shall ultimately be determined by a court of competent jurisdiction in a final judgment, settlement or appeal of any Proceeding not subject to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such appeal, that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement under the provisions of Expenses shall otherwise be unsecured and without regard to Indemniteethis Agreement, the Company’s ability to repayCertificate of Incorporation or By-Laws or the DGCL. The advances of Expenses to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within 30 ten (10) business days following delivery of a written request therefore therefor by Indemnitee to the Company, along with such documentation . Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and information as is reasonably available shall not be subject to the Indemnitee 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 accrual or payment of confidential work product not required if that would work a waiver of privilege as to an adverse party)any interest thereon. The Company shall discharge its not impose on Indemnitee additional conditions to advancement duty byor require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of Expenses for which Indemnitee has made a written demand in accordance with this Agreement, at its option, (a) paying all Expenses included in such Expenses on behalf demand that are certified by affidavit of Indemnitee, (b) advancing ’s counsel as being reasonable shall be presumed conclusively to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesreasonable.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 8 below, the --------------------------------- Company shall advance, interest free, advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent agent of the Company (unless there has been a Final Adjudication or by reason of anything done or not done by him in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement Company, the Business Corporation Law of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repaythe State of New York or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 forty-five (45) days following delivery of a written request therefore therefor by the Indemnitee to the Company. Notwithstanding the foregoing provisions of this Section 5, along with such documentation and information as the Company shall not be obligated to advance any expenses to Indemnitee arising from a lawsuit filed by the Company against the Indemnitee if a determination is reasonably available made in good faith, within forty-five (45) days of Indemnitee's request to be advanced expenses, by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Indemnitee proceeding (or, if no such quorum exists, by independent legal counsel in a written opinion) that the facts known to the decision making party at the time such determination is made demonstrate clearly and is reasonably necessary convincingly that such person acted in bad faith or in a manner that such person did not believe 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expensesbe in, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteenot opposed to, the best interests of the Company. In If the event that the Company fails to pay Expenses as incurred by Indemnitee as required by this paragraphBoard of Directors makes such a determination, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require have such decision reviewed by another forum, in the manner set forth in Sections 7.3, 7.4 and 7.5 hereof, and the burden of proof shall be on the Company to pay Expenses as demonstrate that, based on the facts known at the time, the Indemnitee acted in a manner set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesprevious sentence.

Mandatory Advancement of Expenses. (a) Subject to the terms condition precedent in Section 6 of this Agreement and following notice pursuant to Section 7(a) as required below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Qualifying Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt of satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 45 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse partyrequired). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance – on an interest-free basis – all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse partyrequired). The Company shall discharge its advancement duty by, at its option, (ai) paying such Expenses on behalf of Indemnitee, (bii) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (ciii) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including including, without limitation limitation, specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 8 below, the Company shall advance, interest free, advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent agent of the Company (unless there has been a Final Adjudication or by reason of anything done or not done by him in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement Company, the Business Corporation Law of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repaythe State of New York or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 forty-five (45) days following delivery of a written request therefore therefor by the Indemnitee to the Company. Notwithstanding the foregoing provisions of this Section 5, along with such documentation and information as the Company shall not be obligated to advance any expenses to Indemnitee arising from a lawsuit filed by the Company against the Indemnitee if a determination is reasonably available made in good faith, within forty-five (45) days of Indemnitee’s request to be advanced expenses, by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Indemnitee proceeding (or, if no such quorum exists, by independent legal counsel in a written opinion) that the facts known to the decision making party at the time such determination is made demonstrate clearly and is reasonably necessary convincingly that such person acted in bad faith or in a manner that such person did not believe 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expensesbe in, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteenot opposed to, the best interests of the Company. In If the event that the Company fails to pay Expenses as incurred by Indemnitee as required by this paragraphBoard of Directors makes such a determination, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require have such decision reviewed by another forum, in the manner set forth in Sections 7.3, 7.4 and 7.5 hereof, and the burden of proof shall be on the Company to pay Expenses as demonstrate that, based on the facts known at the time, the Indemnitee acted in a manner set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesprevious sentence.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) performance from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief specific performance pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. By execution of this Agreement, Indemnitee agrees to repay the amount advanced only in the event and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Company to the extent set forth in this agreement and under Delaware law. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested in writing by Indemnitee, the Company shall advance, interest freeprior to the final disposition of the respective Proceeding, all Expenses actually and reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the investigationextent that, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to it shall ultimately be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such determined that Indemnitee is not entitled to indemnification for such Expensesbe indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) upon receipt satisfactory documentation supporting such Expensesdays following delivery of a written request therefor by Indemnitee to 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. Such advancement of Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall otherwise be unsecured and without regard to Indemnitee’s ability to repay. The advances to shall not be made hereunder shall be paid by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee subject to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 accrual or payment of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteeany interest thereon. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraphsection, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraphsection. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraphsection, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph section that Indemnitee has an adequate remedy at law for damages. Should Indemnitee demand advancement of Expenses in connection with a Proceeding where the Company believes there has been a relevant final determination that renders Indemnitee ineligible for such advancement, such right to advancement shall be determined according to the process in 8(c).

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 10 below, Verigy US shall advance prior to the Company shall advance, interest free, final disposition of the Proceeding all Expenses reasonably incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the investigationextent that, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to it shall ultimately be made a party by reason of determined that the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such be indemnified by Verigy US under the provisions of this Agreement, Verigy US’s Certificate of Incorporation or By-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) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended , to be an obligation of the Company 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 repaymaximum extent permitted by the DGCL. The advances to be made hereunder shall be paid by Verigy US to the Company Indemnitee or directly to a third party designated by Indemnitee within 30 ten (10) days following delivery of a written request therefore therefor by the Indemnitee to Verigy US. In addition, for avoidance of doubt, Verigy US agrees to pay promptly, whether by way of 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 participant by reason of the Company, along with such documentation fact that Indemnitee is or was serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and information as is reasonably available shall not be subject to any prior determination by any 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 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense subject to enforcement the accrual or payment of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesany interest thereon.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. The foregoing shall include without limitation the right to be advanced fees on fees in any proceeding to enforce a right to indemnification or advancement. 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. 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 by the Company to the Indemnitee within 30 20 days following delivery of a written request therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s 's obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest freeto the fullest extent permitted by law, prior to the final disposition of the Proceeding, all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the investigationprior approval of the Board and provided in Section 9(a) 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, defense, settlement whether prior to or appeal after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The right to advances under this section shall in all events continue until final disposition of any Proceeding Proceeding, including any appeal therefrom. Indemnitee hereby undertakes to which Indemnitee is a party or is threatened repay such amounts advanced if, and only if and to the extent that, it shall ultimately be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such determined that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s undertaking to repay any Expenses advanced 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 shall not be made hereunder shall be paid by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee subject to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 accrual or payment of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteeany interest thereon. In the event that Indemnitee’s request for the Company fails advancement of expenses shall be accompanied by an affidavit of counsel to pay Indemnitee to the effect that such counsel has reviewed such Expenses as incurred 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. This Section 6 shall not apply to any claim made by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief for which indemnity is excluded pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesSection 9.

Mandatory Advancement of Expenses. (a) Subject to Section 8 below, to the terms of this Agreement and following notice pursuant to Section 7(a) belowfullest extent permitted by law, the Company shall advance, interest free, advance all Expenses reasonably 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 Proceeding such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is a party made, 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 Indemnitee he or she is or was an Agent 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 Company (unless there has been a Final Adjudication such extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws of the Company 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 repayCompany, 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 30 ten (10) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation Company and information as is reasonably available the presentation to the Indemnitee Company of an invoice or other substantiation of the specific nature and is reasonably necessary amount of each Expense to determine whether be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to what extent the claimant is entitled Indemnitee’s ability to advancement (which shall include repay the Expenses and without limitation reasonably detailed invoices for legal services, but with disclosure regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of confidential work product not required if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemniteethis Agreement. In the event that the Company fails advances an amount in excess of any properly documented Expense, the Indemnitee shall return such excess 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 court having jurisdiction to require 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 pay advancement of Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it hereunder is absolute and shall not be a defense subject to enforcement of any prior determination by any Person that the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law satisfied any applicable standard of conduct for damagesindemnification.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 10 below, the Company shall advance, interest free, advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the investigationextent that, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to it shall ultimately be made a party by reason of determined that the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company under the provisions of this Agreement, the Company's Articles of Association or 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 Indemnitee hereunder and shall in no event be deemed repay any advance or payment of Expenses, to be a personal loan. Such advancement of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repaythe maximum extent permitted by the Singapore Companies Act. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within 30 ten (10) days following delivery of a written request therefore therefor by the Indemnitee to the Company. In addition, along for avoidance of doubt, the Company agrees to pay promptly, whether by way of 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 such documentation (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee's right to advancement of Expenses hereunder is absolute and information as is reasonably available shall not be subject to any prior determination by any 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 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense subject to enforcement the accrual or payment of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesany interest thereon.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. 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. 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 by the Company to the Indemnitee within 30 twenty (20) days following delivery of a written request therefore therefor by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, the Indemnitee may seek mandatory injunctive equitable relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If the Indemnitee seeks mandatory injunctive equitable relief pursuant to this paragraph, it shall 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 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’ prior written notice to the Company. The Company shall not settle any Proceeding (or any part thereof) without the Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest freeto the fullest extent permitted by law, prior to the final disposition of the Proceeding, all Expenses reasonably related to an Indemnifiable Event (a) incurred by 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 investigationextent such Proceeding is initiated by Indemnitee in accordance with clauses (i)-(iii) of Section 9(a) of this Agreement, defensewithin (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, settlement whether prior to or appeal 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 Proceeding, including any appeal therefrom and/or a final adjudication not subject to which Indemnitee is a party or is threatened further appeal. Advances pursuant to this Section 6(a) shall be made a party without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by reason of the fact that insurer(s)). Indemnitee is or was an Agent of hereby undertakes to repay such amounts advanced if, and only if and to the Company (unless there has been a Final Adjudication such extent that, it shall ultimately be determined that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s undertaking to repay any Expenses advanced 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 shall not be subject to the accrual or payment of any interest thereon. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by , the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Companyshall, along in accordance with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement request (which shall include but without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse partyduplication). The Company shall discharge its advancement duty by, at its option, (a) paying pay such Expenses on behalf of Indemnitee, (b) advancing advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing reimburse Indemnitee for such Expenses. This Section 6 shall not apply to any request for advancement of Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred made by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay for which such advancement of Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief is excluded pursuant to Section 9 of this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesAgreement.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication final determination such that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse partyrequired). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance, interest free, advance all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such final determination that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses). By execution of this Agreement, Indemnitee agrees to repay the amount advanced only in the event and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Company to the extent set forth in this agreement and under Delaware law. Such advances are intended to be an obligation of the Company 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance, interest freeto the fullest extent permitted by law, prior to the final disposition of the Proceeding, all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding not initiated by Indemnitee (and any Proceeding initiated by Indemnitee to the investigationextent such Proceeding is initiated by Indemnitee in accordance with clauses (i)-(iii) of Section 9(a) of this Agreement) 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, defense, settlement whether prior to or appeal after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The right to advances under this Section shall in all events continue until final disposition of any Proceeding Proceeding, including any appeal therefrom and/or a final adjudication not subject to which further appeal. Indemnitee is a party or is threatened hereby undertakes to repay such amounts advanced if, and only if, and to the extent that, it shall ultimately be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (unless there has been a Final Adjudication such determined that Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of indemnified by the Company and no additional form of undertaking with respect to such obligation to repay shall be required. For the avoidance of doubt, the undertaking given hereunder applies to any other instrument pursuant to which the Indemnitee may be required to give an undertaking in order to receive expense advances. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall in no event not be deemed subject to be a personal loanthe accrual or payment of any interest thereon. Such This section (Section 6) shall not apply to any request for 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 by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along with for which such documentation and information as advancement of Expenses is reasonably available to the Indemnitee 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 if that would work a waiver of privilege as to an adverse party). 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 amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In the event that the Company 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 court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief excluded pursuant to Section 9 of this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damagesAgreement.