Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Advance of Expenses. Subject to the provisions of Section 6 2(f) below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article 2(d) of any action, suit, proceeding or investigation of which the Corporation receives notice under this ArticleSection 2, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this ArticleSection 2. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)
Advance of Expenses. Subject to the provisions of Section 6 10 below, in the event that the Corporation does not assume the defense pursuant to Section 4 8 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including expenses(including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; providedPROVIDED, howeverHOWEVER, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Rsa Security Inc/De/)
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Securities Purchase Agreement (Softech Inc)
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, howeverPROVIDED, HOWEVER, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vision Sciences Inc /De/), Agreement and Plan of Merger (Uroplasty Inc)
Advance of Expenses. Subject to the provisions of Section 6 belowof this Article EIGHTH, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this ArticleArticle EIGHTH, any expenses (including attorneys' ’ fees) incurred by an or on behalf of Indemnitee in defending a civil or criminal an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this ArticleArticle EIGHTH. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 1 contract
Advance of Expenses. Subject to the provisions of Section 6 (7) below, in the event that the Corporation does not assume the defense pursuant to Section 4 (5) of this Article ARTICLE EIGHTH of any action, suit, proceeding or investigation of which the Corporation receives notice under this ArticleARTICLE EIGHTH, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this ArticleARTICLE EIGHTH. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp)
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc)
Advance of Expenses. Subject to the provisions of Section 6 (7) below, in the event that the Corporation does not assume the defense pursuant to Section 4 (5) of this Article ARTICLE EIGHTH of any action, suit, proceeding or investigation of which the Corporation receives notice under this ArticleARTICLE EIGHTH, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this ArticleARTICLE EIGHTH. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industri Matematik International Corp)
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Samples: www.ir.akamai.com
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biocryst Pharmaceuticals Inc)
Advance of Expenses. Subject to the provisions of Section 6 6.6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 6.4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Advance of Expenses. Subject to the provisions of Section 6 5 below, in the event that the Corporation corporation does not assume the defense pursuant to Section 4 3 of this Article of any action, suit, proceeding or investigation of which the Corporation corporation receives notice under this Article, any expenses (including attorneys' fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation corporation in advance of the final disposition of such matter; provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation corporation as authorized in this Article. Such undertaking may shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Samples: Employment Agreement
Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be he accepted without reference to the financial ability of the Indemnitee such person to make such repayment.
Appears in 1 contract
Advance of Expenses. Subject to the provisions of Section 6 5 below, in the event that the Corporation does not assume the defense pursuant to Section 4 3 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys' ’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; , provided, however, that the payment of such expense expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee to make such repayment.
Appears in 1 contract
Samples: Employment Agreement (Keane Inc)