Common use of Advance Payment of Expenses Clause in Contracts

Advance Payment of Expenses. To the fullest extent permitted by the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 7.

Advance Payment of Expenses. To the fullest extent (whether partial or complete) permitted by applicable law, including Section 145 of the DGCL, Section 18-108 of the DLLCA, Section 17-108 of the DRULPA and Cayman Islands law, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company Indemnitors in advance of the final disposition of such action, suit or proceeding within 30 60 days after receipt by the Company Indemnitors of a statement or statements from Indemnitee requesting such advance or advances from time to time (including any which shall include invoices received by Indemniteethe Indemnitee in connection with such expenses, which such but in the case of invoices may be redacted as necessary for legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law) from time law or court rules may be omitted), whether prior to timeor after final disposition of any action, suit or proceeding. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company Indemnitors in respect thereof, it being understood that Indemnitee may make any such payment in cash, through the delivery of equity interests in any of the Indemnitors or their affiliates (valued at fair value at the time of such delivery), or any combination thereof. Such repayment obligation undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnitee to make repayment and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall not bear interest. The Company shall not impose on be required of Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 76(a).

Advance Payment of Expenses. To If so requested by Indemnitee, the fullest extent permitted by the DGCLCompany shall advance, or cause to be advanced (within two business days of such request), any and all reasonable expenses (including attorneys’ fees) incurred by Indemnitee (an “Expense Advance”). The Company shall, in appearing at, participating in or defending any action, suit or proceeding or in connection accordance with an enforcement action as contemplated by Section 3(esuch request (but without duplication), either (i) pay, or cause to be paid, such expenses on behalf of Indemnitee, or (ii) reimburse, or cause the reimbursement of, Indemnitee for such expenses. Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any condition that the Board of Directors shall not have determined that Indemnitee is not entitled to be indemnified under applicable law. However, the obligation of the Company to make an Expense Advance pursuant to this Section 7 shall be paid by subject to the Company in advance of the final disposition of such actioncondition that, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (including any invoices received by Indemniteeif, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) when and to the extent that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by Indemnitee shall be deemed to satisfy any requirement that Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that Indemnitee is not entitled to indemnification under this Agreement applicable law). Indemnitee’s undertaking to be indemnified by the Company in respect thereof. Such repayment obligation repay such Expense Advances shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 7-free.

Advance Payment of Expenses. To the fullest extent permitted by applicable law, including the DGCLMGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e3(f), shall be paid by the Company Indemnitor in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company Indemnitor of a statement or statements from Indemnitee requesting such advance or advances from time to time (including any which shall include or be preceded by (i) invoices received by Indemniteethe Indemnitee in connection with such expenses, which such but in the case of invoices may be redacted as necessary for legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw or court rules may be omitted, and (ii) from a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in such form as may be required under applicable law as in effect at the time of the execution thereof, to timereimburse the portion of any expenses advanced to Indemnitee relating to claims, issues or matters in the action, suit or proceeding as to which it shall ultimately be established that the standard of conduct has not been met), whether prior to or after final disposition of any action, suit or proceeding. Nothwithstanding anything to the contrary herein, for so long as the Indemnitor is subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), any advancement of expenses shall be subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the Indemnitor shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or Independent Counsel, in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full-trial-type inquiry), that there is no reason to believe that Indemnitee ultimately will be found to not be entitled to indemnification. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company Indemnitor in respect thereof, it being understood that Indemnitee may make any such payment in cash, through the delivery of equity interests in the Indemnitor or its affiliates (valued at fair value at the time of such delivery), or any combination thereof. Such repayment obligation undertaking shall be unsecured and shall not bear interest. The Company shall not impose on accepted without reference to the financial ability of the Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding make repayment and without regard to Indemnitee’s ultimate entitlement to indemnification under the other than the execution provisions of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b3(c) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 76.

Advance Payment of Expenses. (a) To the fullest extent permitted by Delaware Law and the DGCL1940 Act, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company Fund in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company Fund of a statement or statements from Indemnitee requesting such advance or advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company Fund in respect thereof. Such repayment obligation No other form of undertaking shall be unsecured and shall not bear interest. The Company shall not impose on required of Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and 6. (b) For so long as the Fund is subject to the 1940 Act, any advancement of expenses shall be subject to at least one of the following conditions of the advancement: (i) Indemnitee shall provide a security for his or her undertaking; (b) the Fund shall be insured against losses arising by reason of any lawful advances; or (c) a majority of a quorum of the members of the Board who are not “interested persons” as defined in Section 72(a)(19) of the 1940 Act, or independent counsel in written opinion, shall determine, based on a review of readily available facts (as opposed to a full-trial-type inquiry), that there is reason to believe that Indemnitee ultimately will be found entitled to indemnification.

Advance Payment of Expenses. To the fullest extent permitted by law (including, without limitation, the DGCL), expenses (including including, without limitation, attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an interpretation or enforcement action action, suit or proceeding as contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 fifteen (15) business days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) if, when and only to the extent that it is ultimately determined by a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. Such repayment obligation undertaking shall be unsecured and is hereby accepted by the Company without reference to Indemnitee’s ability to make any such payment. No other form of undertaking shall not bear interest. The Company shall not impose on be required of Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and Section 3(e), and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 76.

Advance Payment of Expenses. To the fullest extent permitted Expenses incurred by the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating defending a claim against him or her in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), a Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such actionProceeding; provided, suit however, that Expenses of defence need not be paid as incurred and in advance where a court of competent jurisdiction has decided that the Indemnitee is not entitled to be indemnified pursuant to this Agreement or proceeding within 30 days after receipt otherwise. If any payment by the Company under this Indemnity Agreement would be prohibited unless approved by a court, or if there shall be a disagreement between the Company and any Indemnitee as to whether or not an indemnification under this Indemnity Agreement would be prohibited unless approved by the court, the Company, at its own expense and in good faith, will promptly take proceedings to obtain that approval or such other appropriate determination. The Company shall indemnify the Indemnitees for the amount of a statement all costs incurred by any or statements from Indemnitee requesting such all of them in obtaining any court approval contemplated by this paragraph 4, including without limitation all legal fees and disbursements. In any judicial proceeding commenced pursuant to this paragraph 4, the Company shall have the burden of proving that Indemnitees are not entitled to advance or advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver payment of any privilege accorded by applicable law) from time to timeExpenses. The Indemnitee hereby agrees and undertakes to repay any such amounts advanced (without interest) to the extent if it shall be decided in a Proceeding that it is ultimately determined that Indemnitee he or she is not entitled under this Agreement to be indemnified by the Company in respect thereof. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 7this Agreement or otherwise.

Advance Payment of Expenses. To the fullest extent permitted (a) Expenses incurred by the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing atinvestigating, defending, being a witness or participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), a Proceeding shall be paid by the Company Corporation in advance of the final disposition of such action, suit or proceeding Proceeding within 30 thirty (30) days after receipt by the Company Corporation of (i) a statement or statements from the Indemnitee requesting such advance or advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time. The time and (ii) an undertaking by or on behalf of the Indemnitee hereby undertakes to repay any amounts advanced (without interest) such amount or amounts, if, and to the extent that that, it is shall ultimately be determined that the Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereofCorporation as authorized by this Agreement. Such repayment obligation undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment. Advances shall be unsecured and shall interest-free. (b) If and to the extent that a Reviewing Party determines that the Indemnitee would not bear interest. The Company shall not impose on Indemnitee additional conditions be entitled to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with indemnification under this Agreement, (i) the Corporation shall not be obligated to advance Expenses to the Indemnitee and (ii) the Indemnitee shall reimburse the Corporation for all expenses included Expenses previously so advanced; provided, however, that if the Indemnitee shall have commenced or thereafter commences legal proceedings in a court of competent jurisdiction to determine whether the Indemnitee should be indemnified, the Corporation shall continue to advance Expenses as contemplated in the first sentence of Section 4(a) and the Indemnitee shall not be required to reimburse the Corporation for any such demand Expenses, unless and until such court (or its appellate level) determines, in a final non-appealable judicial determination, that are certified the Indemnitee would not be entitled to indemnification under applicable law. Any determination by affidavit of a Reviewing Party shall otherwise be final and conclusive. The Indemnitee’s counsel as being reasonable Expenses incurred in connection with successfully establishing the Indemnitee’s right to advancements, in whole or in part, in any such proceeding or otherwise shall also be presumed conclusively to be reasonable. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made indemnified by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 7the Corporation.

Advance Payment of Expenses. To the fullest extent (whether partial or complete) permitted by the certificate of incorporation of the Indemnitor, as amended from time to time, and applicable law, including Section 145 of the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company Indemnitor in advance of the final disposition of such action, suit or proceeding and in all events within 30 45 days after receipt by the Company Indemnitor of a statement or statements from Indemnitee requesting such advance or advances from time to time (including any which shall include invoices received by Indemniteethe Indemnitee in connection with such expenses, which such but in the case of invoices may be redacted as necessary for legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law) from time law or court rules may be omitted), whether prior to timeor after final disposition of any action, suit or proceeding. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company Indemnitor in respect thereof. Such repayment obligation undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnitee to make repayment and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall not bear interest. The Company shall not impose on be required of Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any Any rights to advancement of expenses for which Indemnitee has made a written demand in accordance with under this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 76(a).

Advance Payment of Expenses. To the fullest extent permitted by applicable law, including Section 145 of the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time (including any which shall include invoices received by Indemniteethe Indemnitee in connection with such expenses, which such but in the case of invoices may be redacted as necessary for legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law) from time law or court rules may be omitted), whether prior to timeor after final disposition of any action, suit or proceeding. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof, it being understood that Indemnitee may make any such payment in cash, through the delivery of equity interests in the Company or its affiliates (valued at fair value at the time of such delivery), or any combination thereof. Such repayment obligation undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnitee to make repayment and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall not bear interest. The Company shall not impose on be required of Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment other than the execution of this Agreement. The Company agrees that for the purposes of any advancement of expenses for which Indemnitee has made a written demand in accordance with this Agreement, 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. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 and Section 76.