Advance for Expenses. 7.1 Mandatory Advance. Expenses (including attorneys' fees, court costs, judgments, fines, amounts paid in settlement and other payments) incurred by the Indemnitee in investigating, defending, settling or appealing any action, suit or proceeding described in Section 1 or 2 hereof shall be paid by the Company in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount of such expenses to the Indemnitee, but in no event later than 10 days following the Indemnitee's delivery to the Company of a written request for an advance pursuant to this Section 7, together with a reasonable accounting of such expenses.
Advance for Expenses. Before the final disposition of an Indemnification Proceeding, the Cooperative may pay for, or reimburse, the reasonable Indemnification Expenses incurred by an Indemnification Director, Officer, or Individual who is an Indemnification Party to the Indemnification Proceeding (“Indemnification Advance”) if:
(1) the Indemnification Director, Officer, or Individual furnishes the Cooperative a written or Electronic: (A) affirmation of the Indemnification Director, Officer, or Individual’s good faith belief that the Indemnification Director, Officer, or Individual has met the Indemnification Standard of Conduct; and (B) unlimited general obligation of the Indemnification Director, Officer, or Individual, which need not be secured, may be accepted without reference to financial ability to repay, may be executed personally or on the Indemnification Director, Officer, or Individual’s behalf, and obligates the Indemnification Director, Officer, or Individual to repay the Indemnification Advance if a majority of the Indemnification Director Quorum ultimately determines that the Indemnification Director, Officer, or Individual did not meet the Indemnification Standard of Conduct; and
(2) a majority of the Indemnification Director Quorum determines that the facts then known to them would not preclude indemnification for the Indemnification Director, Officer, or Individual under this Bylaw.
Advance for Expenses a. The Corporation shall pay to an Executive, or to such other person or entity as the Executive may designate in writing to the Corporation, his or her reasonable Expenses incurred by or on behalf of such Executive in connection with any Action, or claim, issue, or matter associated with any such Action, in advance of the final disposition or conclusion of any such Action (or claim, issue, or matter associated with any such Action), within ten days after the receipt of the Executive’s written request therefor; provided, the following conditions are satisfied:
(1) The Executive has first requested an advance of such Expenses in writing (and delivered a copy of such request to the Corporation) from the insurance carrier(s), if any, to whom a claim has been reported under an applicable insurance policy purchased by the Corporation and each such insurance carrier, if any, has declined to make such an advance;
(2) The Executive furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and
(3) The Executive furnishes to the Corporation an executed written agreement to repay any advances made under this Section 2 if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to this Article VI.
b. If the Corporation makes an advance of Expenses to an Executive pursuant to this Section 2, the Corporation shall be subrogated to every right of recovery the Executive may have against any insurance carrier from whom the Corporation has purchased insurance for such purpose.
Advance for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by the Indemnitee who is a party to a proceeding in advance of final disposition of the proceeding and in advance of any determination and authorization of indemnification pursuant to Section 4 of this Agreement if:
(i) The Indemnitee furnishes the Corporation a written affirmation of the Indemnitee's good faith belief that the Indemnitee has met the standard of conduct described in Section 2 of this Agreement; and
(ii) The Indemnitee furnishes the Corporation a written undertaking, executed personally or on the Indemnitee's behalf, to repay the advance if it is ultimately determined that the Indemnitee did not meet the standard of conduct.
(b) The undertaking required by subsection (a)(i) of this Section 3 must be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) A request for an advance of expenses, including the affirmation and undertaking under this Section 3 shall be in substantially the form of Exhibit B attached hereto.
Advance for Expenses. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee, or agent of the Corporation who is a party to a proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the Corporation written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 9.1 of this Article, and (b) he or she furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay any advance if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this Section must be an unlimited general obligation, but need not be secured and may be accepted without reference to financial ability to make repayment.
Advance for Expenses. The Company shall from time to time pay to or reimburse Indemnitee, or such other person or entity as Indemnitee may designate in writing to the Company, Expenses incurred by or on behalf of Indemnitee in connection with any Action in advance of the final disposition or conclusion of any such Action within ten days after the receipt of Indemnitee's written request therefor; provided, that Indemnitee furnishes to the Company an executed written certificate affirming his good faith belief that he has not engaged in misconduct which constitutes a Breach of Duty and agrees in writing to repay any advances made under this Section 5 if it is ultimately determined that he is not entitled to be indemnified by the Company for such Expenses pursuant to this Agreement.
Advance for Expenses. The Association shall advance funds to pay for or reimburse the reasonable expenses incurred by an Indemnitee who is a party to a proceeding if (a) the Indemnitee furnishes the Association a written affirmation of the Indemnitee's good faith belief that the Indemnitee has met the relevant Standard of Conduct set out and in Section 8.51(a)(2) and (b) of the Mississippi Business Corporation Act, or that the proceeding involves conduct for which liability of directors to the Association or its shareholders has been eliminated by a provision of these Articles of Association and Section 2.02(b)(4) of the Mississippi Business Corporation Act, and (b) the Indemnitee furnishes the Association a written undertaking to repay any funds advanced if the Indemnitee is not entitled to mandatory indemnification or if a final order is entered by the Office of the Comptroller of the Currency in the action assessing civil money penalties or requiring payments to the Association by the Indemnitee or there is a subsequent determination in the proceeding that the conduct of the Indemnitee was not the type of conduct eliminated from liability in these Articles of Association under Section 2.02(b)(4) of the Mississippi Business Corporation Act. The written undertaking must be an unlimited general obligation of the Indemnitee. Authorization of an advance for expenses under this Section 9.7 shall be made within two (2) weeks of the Indemnitee's submission to the Association of the written request and affirmation and undertaking described above and shall be made:
(a) if there are two or more disinterested directors, by the Board of Directors by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote,
(b) if there are fewer than two (2) disinterested directors, by the vote necessary for action under Section 2.6 of Article 2 of the Bylaws, in which case directors who do not qualify as disinterested directors may participate, or
(c) by the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination. Before any advances of expenses are made pursuant to this Section 9.7 to an Indemnitee, the Board of Directors, in good faith, must determine in writing, that all of the following conditions are met:
(a) th...
Advance for Expenses. If the Director meets the requirements of T.C.A. ss.48-18-504(a)(1), (2) and (3), the Company shall pay for and reimburse the reasonable expenses incurred by the Director in any proceeding in advance of the final disposition of the proceeding, and no less frequently than monthly or on other terms acceptable to the Director.
Advance for Expenses. The Corporation shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding because he or she is a Director or officer if he or she delivers to the Corporation:
(a) a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 2 of this Article or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles of Organization as authorized by Section 2.02(b)(4) of the MBCA; and
(b) his or her written undertaking to repay any funds advanced if he or she is not wholly successful, on the merits or otherwise, in the defense of such proceeding and it is ultimately determined pursuant to Section 4 of this Article or by a court of competent jurisdiction that he or she has not met the relevant standard of conduct described in Section 2 of this Article. Such undertaking need not be secured and shall be accepted without reference to the financial ability of the Director or officer to make repayment.
Advance for Expenses. 9 5. Determination and Authorization of Indemnification.................................9 6. Indemnification of Officers, Employees, and Agents..............................10 7. Insurance..........................................10 8. Application of this Article........................10 ARTICLE VI Capital Stock
Section 1. Form and Execution of Certificates.................11 2.
