Advance Payment of Costs Sample Clauses

Advance Payment of Costs. Expenses incurred by Indemnitee in defending a claim against him in a Proceeding shall be paid by the Corporation as incurred and in advance of the final disposition of such Proceeding; provided, however, that Expenses of defense need not be paid as incurred and in advance where the judicial agent of first impression has decided the Indemnitee is not entitled to be indemnified pursuant to this Agreement or otherwise. Indemnitee hereby agrees and undertakes to repay such amounts advanced if it shall be decided in a Proceeding that he is not entitled to be indemnified by the Corporation pursuant to this Agreement or otherwise.
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Advance Payment of Costs. 3.1 Expenses incurred by the Indemnitee in defending a claim against him in a Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such Proceeding; provided, however, that Expenses of defence need not be paid as incurred and in advance where the judicial agent of first impression has decided the Indemnitee is not entitled to be indemnified pursuant to this Agreement or otherwise.
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Advance Payment of Costs. 4.1 Expenses incurred by the Indemnitee in defending a claim against [him/her] in a Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such Proceeding.
Sample 1
Advance Payment of Costs. 8.1 Expenses paid or incurred by the Indemnitee in connection with any Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such Proceeding, and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. It is further understood and agreed that any Indemnitee shall be entitled to separate counsel in the event of any potential conflict as between the directors, officers and Company.
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Advance Payment of Costs. 4.1 Expenses incurred by the Indemnitee in defending a claim against him in a Proceeding shall be paid promptly by the Partnership as incurred and in advance of the final disposition of such Proceeding; provided, however, that Expenses of defence need not be paid as incurred and in advance where it is decided in a Proceeding that the Indemnitee is not entitled to be indemnified pursuant to this Agreement.
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Advance Payment of Costs. In the event that the Director is entitled to indemnification under this Agreement and the Director is not receiving indemnification from another source during the course of any Action for which indemnity is available pursuant to this Agreement, the Corporation shall either, at its sole discretion, advance monies to the Director or pay directly for the costs, charges and expenses of a civil, criminal, administrative, investigative or other proceeding in which the Director is involved because of his or her association with the Corporation as they are incurred, provided however that if:
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Advance Payment of Costs. Except to the extent that the Insurer has denied cover, the Insurer will advance to, or pay on behalf of an Insured, reasonable costs provided under this Policy promptly after sufficiently detailed invoices, including time, expense and narrative detail satisfactory to the Insurer, are received and accepted by the Insurer. The Insurer may not refuse to advance costs by reason only that the Insurer considers that conduct specified in Exclusion 4.1 (Conduct) of the D&O Coverage Section and/or Exclusion 4.1 (Conduct) of the PTL Coverage Section and/or Exclusion 3.1 (Conduct) of the EPL Coverage Section has occurred until such time as the condition to that Exclusion is satisfied.
Sample 1
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Advance Payment of Costs. All Expenses incurred by Indemnitee in connection with and/or as a consequence of a Proceeding shall be promptly paid by the Corporation, as incurred and in the advance of the final determination of such Proceeding, and in any event within thirty (30) days of receipt by the Corporation of an invoice with respect thereto. Indemnitee hereby agrees to repay to the Corporation any amounts advanced to Indemnitee hereunder in the event as a consequence of any final determination of a Proceeding, the Corporation shall be prohibited by applicable law from indemnifying Indemnitee for such amounts. For purposes hereof, the phrase a "final determination of a Proceeding" shall mean a decision by a court having the legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is possible.
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Advance Payment of Costs 
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Related to Advance Payment of Costs

  • Payment of Costs Each party to a hearing before an arbitrator shall bear his/her own expenses in connection therewith. All fees and expenses of the arbitrator and of a reporter shall be borne one-half by the County and one-half by the grievant.

  • Payment of Costs and Expenses Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

  • Reimbursement of Costs City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.

  • Payment of Costs and Fees The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent) to the extent provided in Section 10.5 of the Credit Agreement.

  • Reimbursement of Costs and Expenses Seller shall have paid, or reimbursed Purchaser for, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable legal fees of outside counsel and reasonable and due diligence fees, actually incurred by Purchaser in connection with the development, preparation and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith or therewith.

  • PAYMENT OF COSTS AND LEGAL FEES All reasonable costs and legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank if Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement.

  • Advance Payments Payments made by the Borrower to satisfy future installments must be accounted for as prepaid installments of principal and interest. The Servicer should contact the Borrower if there is a question about the Borrower's intention in making any unscheduled payment.

  • Compensation; Allocation of Costs and Expenses In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

  • Advance Payment The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

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