Indemnifiable Amount. Any and all losses, claims, damages, expenses, liabilities, judgments, fines, penalties, and actions in respect thereof, as they are incurred, against Indemnitee in connection with an Indemnifiable Matter; amounts paid by Indemnitee in settlement of an Indemnifiable Matter; amounts paid by Indemnitee under the Goldstein Firm Indemnification or any other indemnification obligation of Indemnitee to any third party arising out of or
... related in whole or in part to Indemnitee's actual or alleged association with the Corporation; any indirect, consequential, or incidental damages suffered or incurred by Indemnitee; and all reasonable attorneys' fees and disbursements, accountants' fees and disbursements, private investigation fees and disbursements, retainers, court costs, payments of attachment, appeal or other bonds or security, transcript costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, appealing, or being or preparing to be a witness in any threatened or pending Indemnifiable Matter or establishing Indemnitee's right or entitlement to indemnification for any of the foregoing, save and except only amounts actually paid Indemnitee under the Director Indemnification, as it may be amended from time to time, or under the Articles, the Corporation's bylaws, any policy or policies of directors' and officers' liability insurance, any other agreement, any vote of stockholders or disinterested directors, and any applicable and controlling law, statute, rule, decision, or finding, at common law or otherwise, under any theory or form, at law or in equity.
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