(r) Losses means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in, or preparing to defend, be a witness in or participate in, any Claim.
(s) Notification Date shall have the meaning ascribed to it in Section 10(c) below.
(t) Other Indemnity Provisions shall have the meaning ascribed to it in Section 14 below.
(u) Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.
(v) Standard of Conduct Determination shall have the meaning ascribed to it in Section 10(b) below.
(w) Voting Securities means any securities of the Company that vote generally in the election of directors.
3. Indemnification and Exculpation. Subject to the terms of this Agreement, the Company shall indemnify and hold Indemnitee harmless, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase (but not to decrease) the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in whole or in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which Indemnitee is solely a witness. Without limiting the generality of the foregoing, Indemnitee shall not be liable to the Company for, and the Company hereby releases Indemnitee from, any Claim brought by or in the name of the Company for which (and to the extent) Indemnitee would otherwise be entitled to indemnification from the Company pursuant to this Agreement.
4. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim by reason of or arising in whole or in part out of an Indemnifiable Event. Indemnitees right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty (30) calendar days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses, as determined in the Companys discretion. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an undertaking by Indemnitee, and Indemnitee hereby agrees, to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses relating to, arising out of or resulting from any Claim in respect of which it shall be determined, pursuant to Section 10, following the final disposition of such Claim, that Indemnitee is not entitled to