Common use of Advance of Costs Clause in Contracts

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. Charges and Expenses. Costs, charges and expenses (including attorneys’ fees' fees and expenses) incurred by a person referred to in Paragraphs A and B of this Article ELEVENTH an officer or director who is an Indemnified Person in defending a civil or criminal action, suit or proceeding Proceeding shall be paid by the corporation Corporation, to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any such future legislation or decisions, only to the extent that it permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior to such legislation or decisions), in advance of the final disposition of such action or proceeding; providedProceeding, 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 the Indemnified Person to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer person is not entitled to be indemnified by the corporation 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. X. The majority of the directors Corporation may, in the manner set forth above, and upon approval of such director or officer of the corporationIndemnified Person, authorize the corporation’s Corporation's counsel to represent such person, person in any action, suit or proceedingProceeding, whether or not the corporation Corporation is a party to such actionProceeding. Such authorization may be made by the Chairman of the Board of Directors, suit unless he is a party to such Proceeding, or proceedingby the Board of Directors by majority vote, including directors who are parties to such Proceeding.