Common use of Advance Payment Clause in Contracts

Advance Payment. The right to indemnification conferred in this Section 12.5 shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person 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 Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered 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 Covered Person of such Covered Person’s good faith belief that he has met the standard of conduct necessary for indemnification under this Section 12.5 and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 or otherwise.

Advance Payment. The right to indemnification conferred in Section 10 of this Section 12.5 Agreement shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Section 10.1 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 Covered Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Covered Person Representative of such Covered Person’s his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Section 10 of this Section 12.5 Agreement and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under Section 10 of this Section 12.5 Agreement or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 Article IX shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Section 9.2 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 Covered Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding shall be made only with the approval of the Board and upon delivery to the Company of a written affirmation by such Covered Person of such the Covered Person’s good faith belief that he the Covered Person has met the standard of conduct necessary for indemnification under this Section 12.5 Article IX and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 Article IX or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 Article shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered an Indemnified Person 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 Covered Indemnified Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Indemnified Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Covered Indemnified Person of such Covered Indemnified Person’s 's good faith belief that he such Indemnified Person has met the standard of conduct necessary for indemnification under this Section 12.5 Article and a written undertaking, by or on behalf of such Covered Indemnified Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Indemnified Person is not entitled to be indemnified under this Section 12.5 Article or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 ARTICLE VIII shall include the right to be paid or reimbursed by the Company for the reasonable costs, fees and expenses incurred by a Covered Person (other than an Officer in respect of claims by the Company against such Officer in such Officer’s capacity as such) entitled to be indemnified under Section 8.2 who was, is or is threatened to be made 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 Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered 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 Covered Person of such Covered Person’s his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Section 12.5 ARTICLE VIII and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 ARTICLE VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 9 shall include the right to be paid or reimbursed by the Company for the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Section 9.2 who waswas or is, is or is threatened to be made 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 Covered Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered 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 Covered Person of such Covered Person’s his, her or its good faith belief that he he, she or it has met the standard of conduct necessary for indemnification under this Section 12.5 9 and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 Article VII shall include the right to be paid or reimbursed by the Company Company, upon Board approval, the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Section 7.2 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 Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding shall be made (after Board approval has been obtained) only upon delivery to the Company of a written affirmation by such Covered Person of such Covered Person’s his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section 12.5 Article VII and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 9.6 shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person 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 Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered 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 Covered Person of such Covered Person’s good faith belief that he has met the standard of conduct necessary for indemnification under this Section 12.5 9.6 and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 9.6 or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 Article 9 shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under this Article 9 who was, is or is threatened to be made a named defendant or respondent in a Pre-Effective Time Proceeding in advance of the final disposition of the Pre-Effective Time Proceeding and without any determination as to the Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding Pre-Effective Time Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Covered Person of such Covered Person’s its good faith belief that he it has met the standard of conduct necessary for indemnification under this Section 12.5 Article 9 and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 Article 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Section 12.5 ARTICLE IX shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Section 9.2 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 Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered 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 Covered Person of such Covered Person’s his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section 12.5 ARTICLE IX and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 ARTICLE IX or otherwise; provided further that the right to advance payment provided to such Person hereunder does not extend to a Proceeding or other dispute between the Company or any of its Affiliates and such Person.

Advance Payment. The right to indemnification conferred in this Section 12.5 Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable costs, fees and expenses incurred by a Covered Person entitled to be indemnified under Sections 7.1 and 7.2 who was, is or is threatened 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 Covered such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding shall be made only (i) upon delivery to the Company of a written affirmation by such Covered Person of such Covered Person’s his good faith belief that he has met the standard of conduct necessary for indemnification under this Section 12.5 Article VII and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Article VII or otherwise and (ii) upon receipt by the Company of the written affirmation contemplated by Section 12.5 7.3(i), the Sole Member approves such advance or otherwiseadvances in writing. The Sole Member may withhold the approval contemplated by subclause (ii) of the preceding sentence for any reason whatsoever.

Advance Payment. The right to indemnification conferred in this Section 12.5 ‎ARTICLE 8 shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under this ‎ARTICLE 8 who was, is or is threatened to be made a named defendant or respondent in a Pre-Effective Time Proceeding in advance of the final disposition of the Old Pre-Effective Time Proceeding and without any determination as to the Covered Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding an Old Pre-Effective Time Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Covered Person of such Covered Person’s its good faith belief that he it has met the standard of conduct necessary for indemnification under this Section 12.5 ‎ARTICLE 8 and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 ‎ARTICLE 8 or otherwise.

Advance Payment. The right to indemnification of an Indemnified Person conferred in this Section 12.5 Article VIII shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered such Indemnified Person 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 Covered Person’s ultimate entitlement to indemnificationindemnification of such Indemnified Person; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Indemnified 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 Covered Indemnified Person of such Covered Person’s his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section 12.5 Article VIII and a written undertaking, by or on behalf of such Covered Indemnified Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Indemnified Person is not entitled to be indemnified under this Section 12.5 Article VIII or otherwise.

Advance Payment. The To the fullest extent permitted by applicable Law, the right to indemnification conferred in this Section 12.5 Article X shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Covered Person of the type entitled to be indemnified under Article X 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 Covered Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Covered Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Covered Person Manager of such Covered Person’s his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Section 12.5 Article X and a written undertaking, by or on behalf of such Covered Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Section 12.5 Article X or otherwise.