INDEMNITEE STATEMENT

INDEMNITEE STATEMENT. Shall mean a written demand by the Indemnitee to the Company for a payment pursuant to Section 2(b) of this Agreement, accompanied by a written statement, dated the date of such statement, from the Indemnitee to the Company in which the Indemnitee (i) affirms, with respect to the applicable Indemnitiable Event, the Indemnitee's good faith belief that the Indemnitee has met the relevant standard of conduct described in Subdivision E of Part 8 of the Massachusetts Business Corporation Act or that... the Proceeding involves conduct for which liability has been eliminated under Article VI.C.5 of the Company's Restated Articles of Organization and (ii) undertakes to repay any funds advanced if, with respect to the applicable Indemnitiable Event, the Indemnitee is not entitled to mandatory indemnification under applicable law and it is ultimately determined by a court of competent jurisdiction or by the Reviewing Party that the Indemnitee has not met the relevant standard of conduct described in Subdivision E of Part 8 of the Massachusetts Business Corporation Act. View More