Common use of Advancement and Repayment of Expenses Clause in Contracts

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's duty to Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his or her own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of DirectorOfficer's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation the Company shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse Corporation the Company for all reasonable expenses paid by Corporation the Company in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the Delaware Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation the Company for such expenses. (c) Notwithstanding the foregoing, Corporation the Company shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, wilfull disclosure of confidential information in bad faith and in violation of DirectorOfficer's fiduciary or contractual obligations to Corporationthe Company, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to Corporation the Company or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation the Company shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation the Company for all reasonable expenses paid by Corporation the Company in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Delaware Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation the Company for such expenses. (c) Notwithstanding the foregoing, Corporation the Company shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, wilfull disclosure of confidential information in bad faith and in violation of Director's fiduciary or contractual obligations to Corporationthe Company, or any other willful and deliberate breach in bad faith of Director's duty to Corporation the Company or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, the Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses.; and (b) Director agrees that Director will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Lawapplicable law, the Bylaws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses. (c) Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of Director's duty to the Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his or her own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of DirectorOfficer's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his or her own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the LawCode, the BylawsBy-laws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors Directors, or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of DirectorOfficer's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Law, the Bylaws, the Articles, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's ’s fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's ’s duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, the Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses. (c) Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of Director's duty to the Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation the Company shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation the Company for all reasonable expenses paid by Corporation the Company in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Delaware Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation the Company for such expenses. (c) Notwithstanding the foregoing, Corporation the Company shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, wilfull disclosure of confidential information in bad faith and in violation of Director's fiduciary or contractual obligations to Corporationthe Company, or any other willful and deliberate breach in bad faith 4 5 of Director's duty to Corporation the Company or its stockholders.

Advancement and Repayment of Expenses. (a) a. In the event that Director employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses.; and (b) b. Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Delaware Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) c. Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Corporation's Board of Directors which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's duty to Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director employs his or her own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Law, the BylawsCertificate, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's duty to Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his or her own counsel pursuant to Section 6(b)(i) through (iii) above, the Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses. (c) Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of DirectorOfficer's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to the Corporation or its stockholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his own counsel pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses. (b) Director Officer agrees that Director Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director Officer is not entitled, under the provisions of the Law, the Bylaws, the Articles, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of Director's Officer’s fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's Officer’s duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) a. In the event that Director employs his Director's own counsel pursuant to Section 6(b)(i) through (iii) above), Corporation shall advance to Director, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director for such expenses. (b) b. Director agrees that Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director is not entitled, under the provisions of the Lawapplicable law, the Corporation's Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses. (c) . c. Notwithstanding the foregoing, Corporation shall not be required to advance such expenses to Director if Director (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or contractual obligations to Corporation, or any other willful and deliberate breach in bad faith of Director's duty to Corporation or its stockholdersshareholders.

Advancement and Repayment of Expenses. (a) In the event that Director Officer employs his own counsel pursuant to Section 6(b)(i) through (iii) above, the Corporation shall advance to DirectorOfficer, prior to any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten (10) days after receiving copies of invoices presented to Director Officer for such expenses.; and (b) Director Officer agrees that Director Officer will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Director Officer in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no right of appeal) that Director officer is not entitled, under the provisions of the Lawapplicable law, the Bylaws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses. (c) Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to Director Officer if Director Officer (i) commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board which alleges willful misappropriation of corporate assets by DirectorOfficer, disclosure of confidential information in violation of DirectorOfficer's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of DirectorOfficer's duty to the Corporation or its stockholdersshareholders.