OF PAYMENT UNDER SUCH
INSURANCE.
5.
PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS.
INDEMNITEE SHALL
SUBMIT TO THE COMPANY A WRITTEN REQUEST SPECIFYING THE INDEMNIFIABLE AMOUNTS FOR
WHICH INDEMNITEE SEEKS PAYMENT UNDER SECTION 3 OF THIS AGREEMENT AND THE BASIS
FOR THE CLAIM.
THE COMPANY SHALL PAY SUCH INDEMNIFIABLE AMOUNTS TO INDEMNITEE
WITHIN SIXTY (60) CALENDAR DAYS OF RECEIPT OF THE REQUEST.
AT THE REQUEST OF
THE COMPANY, INDEMNITEE SHALL FURNISH SUCH DOCUMENTATION AND INFORMATION AS ARE
REASONABLY AVAILABLE TO INDEMNITEE AND NECESSARY TO ESTABLISH THAT INDEMNITEE IS
ENTITLED TO INDEMNIFICATION HEREUNDER.
IF INDEMNITEE IS ENTITLED UNDER ANY
PROVISIONS OF THIS AGREEMENT TO INDEMNIFICATION BY THE COMPANY OF SOME OR A
PORTION OF THE INDEMNIFIABLE AMOUNTS BUT NOT, HOWEVER, FOR ALL OF THE TOTAL
AMOUNT THEREOF, THE COMPANY WILL NEVERTHELESS INDEMNIFY THE INDEMNITEE FOR THE
PORTION THEREOF TO WHICH THE INDEMNITEE IS ENTITLED.
6.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND WITHOUT
LIMITING ANY SUCH PROVISION, TO THE EXTENT THAT INDEMNITEE IS, BY REASON OF
INDEMNITEE'S CORPORATE STATUS, A PARTY TO AND IS SUCCESSFUL, ON THE MERITS OR
OTHERWISE, IN ANY PROCEEDING, INDEMNITEE SHALL BE INDEMNIFIED AGAINST ALL
EXPENSES REASONABLY INCURRED BY INDEMNITEE OR ON INDEMNITEE'S BEHALF IN
CONNECTION THEREWITH.
IF INDEMNITEE IS NOT WHOLLY SUCCESSFUL IN SUCH PROCEEDING
BUT IS SUCCESSFUL, ON THE MERITS OR OTHERWISE, AS TO ONE OR MORE BUT LESS THAN
ALL CLAIMS, ISSUES OR MATTERS IN SUCH PROCEEDING, THE COMPANY SHALL INDEMNIFY
INDEMNITEE AGAINST ALL EXPENSES REASONABLY INCURRED BY INDEMNITEE OR ON
INDEMNITEE'S BEHALF IN CONNECTION WITH EACH SUCCESSFULLY RESOLVED CLAIM, ISSUE
OR MATTER.
FOR PURPOSES OF THIS AGREEMENT, THE TERMINATION OF ANY CLAIM, ISSUE
OR MATTER IN SUCH A PROCEEDING BY DISMISSAL, WITH OR WITHOUT PREJUDICE, BY
REASON OF SETTLEMENT, JUDGMENT, ORDER OR OTHERWISE, SHALL BE DEEMED TO BE A
SUCCESSFUL RESULT AS TO SUCH CLAIM, ISSUE OR MATTER.
4
7.
EFFECT OF CERTAIN RESOLUTIONS.
NEITHER THE SETTLEMENT OR
TERMINATION OF ANY PROCEEDING NOR THE FAILURE OF THE COMPANY TO AWARD
INDEMNIFICATION OR TO DETERMINE THAT INDEMNIFICATION IS PAYABLE SHALL CREATE A
PRESUMPTION THAT INDEMNITEE IS NOT ENTITLED TO INDEMNIFICATION HEREUNDER.
IN
ADDITION, THE TERMINATION OF ANY PROCEEDING BY JUDGMENT, ORDER, SETTLEMENT,
CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT SHALL NOT CREATE
A PRESUMPTION THAT INDEMNITEE DID NOT ACT IN GOOD FAITH AND IN A MANNER WHICH
INDEMNITEE REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF
THE COMPANY OR, WITH RESPECT TO ANY CRIMINAL PROCEEDING, HAD REASONABLE CAUSE TO
BELIEVE THAT INDEMNITEE'S ACTION WAS UNLAWFUL.
8.
AGREEMENT TO ADVANCE EXPENSES; UNDERTAKING.
THE COMPANY SHALL
ADVANCE ALL EXPENSES INCURRED BY OR ON BEHALF OF INDEMNITEE IN CONNECTION WITH
ANY PROCEEDING, INCLUDING A PROCEEDING BY OR IN THE RIGHT OF THE COMPANY, IN
WHICH INDEMNITEE IS INVOLVED BY REASON OF SUCH INDEMNITEE'S CORPORATE STATUS
WITHIN TEN (10) CALENDAR DAYS AFTER THE RECEIPT BY THE COMPANY OF A WRITTEN
STATEMENT FROM INDEMNITEE REQUESTING SUCH ADVANCE