Common use of Advanced Payment of Expenses Clause in Contracts

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation, and expenses (including attorneys’ fees) incurred by the Corporation’s employees and agents in defending any Proceeding shall be paid by the Corporation, in advance of the final disposition of such Proceeding upon receipt of a written request therefor and an undertaking, by or on behalf of the person, to repay such amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such person is not entitled to be indemnified under this Article VIII or the DGCL. The right to advancement of expenses shall not apply if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that officer, director, employee or agent, as applicable, acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (i) by the Board by a majority vote of directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the officer, director, employee or agent, as applicable.

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation corporation in defending any Proceeding shall be paid by the Corporation, and expenses (including attorneys’ fees) incurred by the Corporation’s employees and agents in defending any Proceeding shall be paid by the Corporation, corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor and an undertaking, undertaking by or on behalf of the person, person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such the person is not entitled to be indemnified under this Article VIII Section 9 or the DGCLGeneral Corporation Law of the State of Delaware. The right Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Notwithstanding the foregoing, unless otherwise determined pursuant to advancement Section 9.8, no advance shall be made by the corporation to an officer of expenses the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply apply) in any Proceeding if a determination is reasonably and promptly made that the facts known at the time such determination is made demonstrate clearly and convincingly that officer, director, employee or agent, as applicable, acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (ia) by the Board by a majority vote of the directors who are not parties to such proceedingProceeding, whether or not such majority constitutes even though less than a quorum; , or (iib) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes even though less than a quorum; , or (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion, that facts known to the Board, decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a copy of which shall manner that such person did not believe to be delivered in or not opposed to the officer, director, employee or agent, as applicablebest interests of the corporation.

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation, and expenses (including attorneys’ fees) incurred by the Corporation’s employees and agents in defending any Proceeding shall be paid by the Corporation, Corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor and an undertaking, undertaking by or on behalf of the person, person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such the person is not entitled to be indemnified under this Article VIII V or the DGCL. The right Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. Notwithstanding the foregoing, unless otherwise determined pursuant to advancement Section 5.8, no advance shall be made by the Corporation to an officer of expenses the Corporation (except by reason of the fact that such officer is or was a director of the Corporation, in which event this paragraph shall not apply apply) in any Proceeding if a determination is reasonably and promptly made that the facts known at the time such determination is made demonstrate clearly and convincingly that officer, director, employee or agent, as applicable, acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (i) by the Board by a majority vote of the directors who are not parties to such proceedingProceeding, whether or not such majority constitutes even though less than a quorum; , or (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes even though less than a quorum; , or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion, that facts known to the Board, decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a copy of which shall manner that such person did not believe to be delivered in or not opposed to the officer, director, employee or agent, as applicablebest interests of the Corporation.