Indemnification for Expenses of a Witness Clause Example from Business Contracts

Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. 3 5. Advancement of Expenses. Notw...ithstanding any other provision of this Agreement, the Company shall advance, to the fullest extent permitted by applicable law, as such may be amended from time to time, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a written confirmation from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding; provided, however, that no Expenses shall be advanced by the Company in connection with an administrative proceeding or action instituted by a bank regulatory agency if such advance would be unlawful. Such written confirmation shall (i) reasonably evidence the Expenses incurred by Indemnitee and (ii) include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay the Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and be made without regard to Indemnitee's ability to repay. View More