and whether made pursuant to federal, state or other law, that Indemnitee reasonably determines in good faith might lead to the institution of any such claim, audit, demand, complaint, hearing or other action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, including any arbitration or other alternative dispute resolution mechanism.
(c) Exchange Act: means the Securities Exchange Act of 1934, as amended.
(d) ERISA: means the Employee Retirement Income Security Act of 1974, as amended.
(e) Expenses: means all reasonable out-of-pocket costs, expenses, fees and disbursements, including, without limitation, attorneys and other advisors fees, expenses and disbursements reasonably incurred (including, without limitation, experts fees, court costs, costs of appeal bonds, retainers, appeal bond premiums, transcript fees, duplicating, printing, and binding costs, as well as telecommunications, postage, and courier charges), paid or incurred by or on behalf of Indemnitee in connection with investigating, prosecuting, defending, being a witness in, or being made (or asked) to respond to discovery requests or other requests for information, or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in, make or respond to discovery requests or other requests for information, or participate in (including on appeal), any Claim relating to any Indemnifiable Event.
(f) Indemnifiable Amounts: means (i) any and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes, and amounts paid in settlement with the approval of the Company in accordance with Section 15(b) (including, without limitation, all interest, penalties, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) arising out of or resulting from any Claim relating to an Indemnifiable Event and (ii) any liability that an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration, or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liability is in the form of an excise tax assessed by the United States Internal Revenue Service, a penalty assessed by the Department of Labor, restitution to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust, or other funding mechanism, or otherwise).
(g) Indemnifiable Event: means any actual or asserted event or occurrence, whether occurring before, on, or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving on behalf of the Company or at the request of the Company as a director, officer, employee, member, manager, partner, tax matter partner, trustee, agent, fiduciary, representative or similar capacity, of or at another company, corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise, or by reason of any act or omission by Indemnitee in any such capacity (in all cases regardless of whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). The term Company, where the context requires when used in this Agreement, shall be construed to include such other Persons for whom Indemnitee serves in any such capacity.