Procedure. Any indemnification and advances provided for in
Paragraph Paragraphs 3, 4, 5, 6,
7 7, 8, and
8 shall 9 will be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement,
under any statute, or
under any provision of the
Corporation's Code of Company's Amended Regulations or
Amended Articles of Incorporation providing for indemnification, is not paid in full by the
Corporation Company within twenty (20) days after a written request for
... payment thereof has been first received by the Corporation, Company, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation Company to recover the unpaid amount of the claim and, subject to the other provisions of this Agreement, Indemnitee also shall will be entitled to be paid for the Expenses of bringing such action. It shall will be a defense to any such action (other than any claim for indemnification for Expenses pursuant to Paragraph 7 or an action brought to enforce a claim for Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall will be on the Corporation Company and Indemnitee shall will be entitled to receive advance payments of expenses Expenses pursuant to Paragraph 8 9 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Corporation Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall will be for the court to decide. There shall will exist in such action a rebuttable presumption that Indemnitee has met the 5 applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Corporation Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor any actual determination by the Corporation Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its shareholders) that Indemnitee has not met such applicable standard of conduct, shall will (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.
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Procedure. Any indemnification and advances provided for in
Paragraph 3, 4, 5, 6, 7 Section 1 and
8 Section 2 shall be made no later than
twenty (20) 45 days after receipt of the written request of
Indemnitee. Indemnitee, and expense advances provided under Section 8 shall be provided within the period set forth in that Section. If the Corporation disputes any portion of the requested amounts, the undisputed portion shall be paid and only the disputed portion shall be withheld pending the resolution of suc...h dispute. If a claim under this Agreement, under any statute, or under any provision of the Corporation's Code of Regulations Certificate or Articles of Incorporation Bylaws providing for indemnification, is not paid in full by the Corporation within twenty (20) 45 days after a written request for payment thereof has first been first received by the Corporation, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, subject to the other provisions Section 14 of this Agreement, Indemnitee shall also shall be entitled to be paid for the Expenses expenses (including attorneys' and legal fees and expenses) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and Indemnitee shall be entitled to receive advance interim payments of expenses pursuant to Paragraph 8 hereof Subsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Corporation contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide. There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct decide, and is therefore entitled to indemnification pursuant to this Agreement. Neither neither the failure of the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel counsel, or its shareholders) stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor any an actual determination by the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its shareholders) stockholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. conduct.
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