Common use of Advancement and Reimbursement of Expenses Clause in Contracts

Advancement and Reimbursement of Expenses. If requested by the Indemnitee, the Company shall advance to Indemnitee, no later than two business days following any such request, any and all Expenses for which indemnification is available under Section 2. In order to obtain such advancement or reimbursement, the Indemnitee must also furnish to the Company a written affirmation of his good faith belief that he has conducted himself in good faith and that he reasonably believed that: (1) in the case of conduct in his official capacity with the Company, that his conduct was in the Company's best interest; and (2) in all other cases, that his conduct was at least not opposed to the Company's best interests; and (3) in the case of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. In addition, the Indemnitee must furnish to the Company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification. Provided, however, the Indemnitee shall not be required to furnish the Company with an affidavit and written undertaking to repay an advance if Indemnitee is seeking an advance or reimbursement pursuant to Section 2.1.1. Upon any Determination that the Indemnitee is not permitted to be indemnified for any Expenses so advanced, the Indemnitee hereby agrees to reimburse the Company (or, as appropriate, any Trust established pursuant to Section 8.2) for all such amounts previously paid. Such obligation of reimbursement shall be unsecured and no interest shall be charged thereon.

Advancement and Reimbursement of Expenses. If requested by the Indemnitee, the Company shall advance to Indemnitee, no later than two business 10 days following any such request, any and all Expenses for which indemnification is available under Section 2. In order to obtain such advancement or reimbursement, the Indemnitee must also furnish to the Company a written affirmation of his Indemnitee's good faith belief that he Indemnitee has conducted himself acted in good faith and that he reasonably believed that: (1) in the case of conduct in his Indemnitee's official capacity with the Company, that his Indemnitee's conduct was in the Company's its best interest; and (2) in all other cases, that his Indemnitee's conduct was at least not opposed to the Company's its best interests; and (3) in the case of any criminal action or proceeding, he Indemnitee had no reasonable cause to believe his Indemnitee's conduct was unlawful. In addition, the Indemnitee must furnish to the Company a written undertaking, executed personally or on his Indemnitee's behalf, to repay the advance if it is ultimately determined that he Indemnitee is not entitled to indemnification. Provided, however, the Indemnitee shall not be required to furnish the Company with an affidavit and written undertaking to repay an advance if Indemnitee is seeking an advance or reimbursement pursuant to Section 2.1.1. Upon any Determination that the Indemnitee is not permitted to be indemnified for any Expenses so advanced, the Indemnitee hereby agrees to reimburse the Company (or, as appropriate, any Trust established pursuant to Section 8.29.2) for all such amounts previously paid. Such obligation of reimbursement shall be unsecured and no interest shall be charged thereon.