Common use of Advance Payment of Expenses; Notification and Defense of Claim Clause in Contracts

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses incurred by Indemnitee in connection with any Action, in advance of the final disposition of such Action as soon as practicable but in no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-day period.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with any Actionan enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such Action as soon as practicable but in no event later than twenty action, suit or proceeding within thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement Advances shall be enforceable unsecured and interest-free. Notwithstanding anything in this Section 4 to the contrary, the Corporation shall not advance any such expenses incurred by an Indemnitee in an action, suit or proceeding brought against such Indemnitee by holders of a majority of the shares the Corporation’s common stock then outstanding. The majority of the Non-conflicted Directors may, in the manner set forth above, and upon approval of such Indemnitee, authorize the Corporation’s counsel to represent such person, in any court of competent jurisdiction if such action, suit or proceeding, whether or not the Corporation fails is a party to pay such Expensesaction, in whole suit or in part, or fails to respond, within such 20-day periodproceeding.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with any Actionan enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such Action as soon as practicable but in no event later than action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense expenses by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right Advances shall be unsecured and interest-free; provided, however, that for so long as the Corporation is subject to the 1940 Act, any advancement of Expenses as granted by this Indemnification Agreement expenses shall be enforceable by subject to at least one of the following as a condition of the advancement: (a) Indemnitee in any court of competent jurisdiction if shall provide security for such undertaking, (b) the Corporation fails to pay such Expenses, in whole or in partshall be insured against losses arising by reason of any unlawful advance, or fails (c) a majority of a quorum consisting of directors of the Corporation who are neither "interested persons" of the Corporation (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to respondthe proceeding or an independent legal counsel in a written opinion, within such 20-day periodshall determine, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The In the event that the Corporation shall pay does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses incurred by Indemnitee in defending a Proceeding, or in connection with any Actionan enforcement action pursuant to Section 6(b), shall be paid by the Corporation to Indemnitee in advance of the final disposition of such Action Proceeding as soon as practicable but in any event no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by there is a final judicial decision from determination (as to which there is no further right to all rights of appeal therefrom have been exhausted or seek review lapsed) that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement Advances shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20unsecured and interest-day periodfree.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with any Actionan enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such Action as soon as practicable but in no event later than twenty action, suit or proceeding within thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking Advances shall be unsecured and interest-free. In the event that final disposition of any such action, suit or proceeding determines that the Indemnitee is not required entitled to be secured and indemnified for expenses for which the Indemnitee has received payment or reimbursement, the Indemnitee shall be accepted without reference repay such amount to the financial ability Corporation within ninety (90) days of receipt by the Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement shall be enforceable by Indemnitee an accounting in any court of competent jurisdiction if writing from the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-day periodof the amount owing.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses Except as set forth in the Company’s Certificate of Incorporation, and in addition to the right to indemnification conferred in Section 1 above, expenses (including attorneys’ fees) incurred by Indemnitee in investigating, defending, testifying or otherwise participating in a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding referred to in Section 1 above, or in connection with any Actionan enforcement action pursuant to Section 4(b) below, shall be paid by the Company in advance of the final disposition of such Action as soon as practicable but in no event later than twenty (20) days after receipt by action, suit or proceeding, provided, however, that, if the Delaware General Corporation Law requires, an advancement of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were expenses incurred by an Indemnitee in Indemnitee’s his or her capacity as a current director or officer of the Company (and not in any other capacity in which service was, was or is, is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking by or on behalf of such Indemnitee to repay such amount or amounts, only if, and to the extent that, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that such Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by expenses under this Indemnification Agreement or otherwiseAgreement. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by authorized under this Indemnification Agreement Section 3(a) shall be enforceable paid within ten (10) days after receipt by the Company of a statement or statements from Indemnitee in any court of competent jurisdiction if the Corporation fails requesting such advance or advances from time to pay such Expenses, in whole or in part, or fails to respond, within such 20time. Advances shall be unsecured and interest-day periodfree.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses incurred by Indemnitee in connection with any Action, in advance of the final disposition of such Action as soon as practicable but in no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by ​ the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-day period.