Advance of Costs. The Corporation shall advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 7.02. The individual shall repay the moneys if the individual does not fulfil the conditions of section 7.02.
Advance of Costs. Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Paragraphs A and B of this Article ELEVENTH in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the corporation as authorized in this Article ELEVENTH. Such costs, charges and expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the majority of the directors deems appropriate. The majority of the directors may, in the manner set forth above, and upon approval of such director or officer of the corporation, authorize the corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding.
Advance of Costs. The Company may advance moneys to the Executive for the costs, charges and expenses of a proceeding referred to in section 2. The Executive shall repay the moneys if the Executive does not fulfil conditions (a) and (b) of section 2.
Advance of Costs. The Corporation agrees that it will advance monies to the Indemnified Party for the costs, charges and expenses of an eligible proceeding contemplated by section 1 above, promptly at the request of the Indemnified Party, with the understanding and agreement of the Indemnified Party that, in the event it is ultimately determined that the Indemnified Party did not fulfil the conditions described in paragraphs 1(a)(i) and 1(a)(ii) above, the Indemnified Party will promptly repay to the Corporation the monies so paid in advance.
Advance of Costs. The Corporation shall, to the maximum extent permitted under the Act or otherwise by law, advance moneys to an individual referred to in Section 5.02 to defray the costs, charges and expenses of a proceeding referred to in Section 5.02 provided such individual shall repay the moneys advanced if the individual does not fulfil the conditions set forth in the Act.
Advance of Costs. Subject to Section 6 of this Agreement, the Corporation shall promptly advance monies to the Indemnified Party for the costs, fees, advances, disbursements, charges, retainers, bonds, and expenses stemming from any of the Liabilities or arising from the Indemnified Party’s involvement or participation in any Proceeding, including costs, charges and expenses incurred by the Indemnified Party in the monitoring, investigation or defense of any Proceeding; provided, however, that, the Indemnified Party shall provide the Corporation with a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party has (i) acted with honesty and loyalty in the interest of the Corporation, or, as the case may be, in the interest of any Subsidiary, (ii) in the case of a Proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the Indemnified Party’s conduct was lawful and (iii) has not committed an intentional or gross fault, along with sufficient particulars of the costs, fees, advances, disbursements, charges, retainers, bonds and expenses to be covered by the proposed advance to enable the Corporation to make an assessment of its reasonableness. The Corporation undertakes to advance the amounts hereunder by no later than ten (10) business days following a written request made by the Indemnified Party, provided that such request contains the information and affirmations required hereunder. If, pursuant to Section 6 of this Agreement, the Corporation has no obligation or liability to indemnify the Indemnified Party under this Agreement or any applicable laws, the Indemnified Party shall repay promptly any monies that have been advanced to the Indemnified Party by the Corporation pursuant to this Agreement.
Advance of Costs. The Corporation shall advance moneys to the Indemnitee for the costs, charges and expenses of a proceeding referred to in section 1.1. The Indemnitee shall repay the moneys if the Indemnitee does not fulfil the conditions of section 1.3.
Advance of Costs. The Corporation agrees that it will advance monies to the Indemnified Party without security or interest for the costs, charges and expenses of a civil, criminal or administrative action or proceeding contemplated by section 1 above (“Expenses”), promptly at the request of the Indemnified Party, with the understanding and agreement that, in the event it is ultimately determined that the Indemnified Party did not fulfil the conditions described in paragraph 1(a)(i) through 1(a)(v) above, the Indemnified Party will repay to the Corporation the monies or the appropriate portion thereof, so paid in advance. Expenses also shall include (i) expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) Expenses incurred by the Indemnified Party in connection with the interpretation, enforcement or defense of the Indemnified Party’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnified Party or the amount of judgments or fines against the Indemnified Party. The parties agree that for the purposes of any advancement of Expenses for which the Indemnified Party has made written demand to the Corporation in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of the Indemnified’s counsel as being reasonable shall be presumed conclusively to be reasonable.
Advance of Costs. The Corporation shall, as soon as reasonably practicable following a written request from the Indemnified Party, advance monies to the Indemnified Party for all costs, charges and expenses to be actually and reasonably incurred by the Indemnified Party in the monitoring, investigation, defence or appeal of any Proceeding in advance of the final disposition of the Proceeding (subject to Section 8). Such written request shall include or be preceded or accompanied by a written undertaking by or on behalf of the Indemnified Party that if, pursuant to Section 4 of this Agreement, the Corporation has no obligation or liability to indemnify the Indemnified Party under this Agreement, the Indemnified Party agrees to repay promptly any monies that have been advanced to the Indemnified Party by the Corporation pursuant to this Agreement.
Advance of Costs. Provided there are no reasonable grounds to suspect that the Indemnified Party has not met the conditions of Section 5, and subject to Sections 3 and 6, the Corporation will advance moneys to the Indemnified Party for Costs referred to in Sections 2 and 3.
