8. Definitions. For purposes of this Indemnification Supplement, the following terms shall have the following meanings:
(a) Applicable Law means, for purposes of construing and enforcing the terms and conditions of this Indemnification Supplement only, the Delaware General Corporation Law, as amended from time to time, and the public policy of the State of Delaware.
(b) Expenses shall include, without limitation, all reasonable attorneys fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include all Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by a COAC Indemnitee or the amount of judgments or fines against a COAC Indemnitee.
(c) Proceeding includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of Client or otherwise and whether civil, criminal, administrative or investigative, in which a COAC Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that a COAC Indemnitee is or was an officer, director, employee, agent, or representative of, or provider of Advisory Services to, Client or its Affiliates, by reason of any action taken by him, her or it or of any inaction on his, her or its part while acting as an officer, director, employee, agent, or representative of, or provider of Advisory Services to, Client or its Affiliates, or by reason of the fact that he, she or it is or was serving at the request of Client as a director, officer, employee, agent, representative of, or provider of Advisory Services to, another corporation, partnership, joint venture, trust or other Person; in each case whether or not he, she or it is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Indemnification Supplement; including one pending on or before the date of this Indemnification Supplement.
9. Notice By COAC Indemnitee. COAC shall promptly notify Client in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. Notwithstanding the foregoing, the failure to so notify Client shall not relieve Client of any obligation which it may have to any COAC Indemnitee under this Indemnification Supplement or otherwise unless and only to the extent that such failure or delay is found to have materially prejudiced Client.