Advancement and Repayment of Expenses. (a) In the event that Officer employs his or her own counsel pursuant to Section 11(b)(i) through (iii) above, Corporation shall advance to Officer, 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 Officer for such expenses. (b) Officer agrees that Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against 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 Officer is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.
Appears in 5 contracts
Samples: Indemnification Agreement (Sequenom Inc), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca), Indemnification Agreement (Applied Digital Access Inc)
Advancement and Repayment of Expenses. (a) In the event that Officer Director employs his or her own counsel pursuant to Section 11(b)(i6(b)(i) through (iii) above, Corporation shall advance to OfficerDirector, 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 Officer Director for such expenses.; and
(b) Officer Director agrees that Officer Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Officer 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 Officer Director is not entitled, under the provisions of the Lawapplicable law, the Bylaws, Articles or the Corporation’s Bylaws or this Agreement or otherwiseAgreement, to be indemnified by Corporation for such expenses.
Appears in 5 contracts
Samples: Purchase Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems)
Advancement and Repayment of Expenses. (a) In the event that Officer Director employs his or her own counsel pursuant to Section 11(b)(i) through (iii) above, Corporation shall advance to OfficerDirector, 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 Officer Director for such expenses.
(b) Officer Director agrees that Officer Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Officer 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 Officer Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.
Appears in 5 contracts
Samples: Indemnification Agreement (Applied Digital Access Inc), Indemnification Agreement (Sequenom Inc), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)
Advancement and Repayment of Expenses. (a) In the event that Officer Director employs his or her own counsel pursuant to Section 11(b)(i) through (iii) above, Corporation shall advance to OfficerDirector, 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 Officer Director for such expenses.;
(b) Officer Director agrees that Officer Director will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Officer 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 Officer Director is not entitled, under the provisions of the Lawapplicable law, the Bylaws, this Agreement or and otherwise, to be indemnified by Corporation for such expenses.
Appears in 1 contract
Samples: Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)
Advancement and Repayment of Expenses. (a) In the event that Officer Director conducts the defense or employs his or her own counsel pursuant to Section 11(b)(i6 (b) through (iiii) aboveor (ii) hereof, the Corporation shall advance to OfficerDirector, 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 Officer Director for such expenses.
(b) Officer Director agrees that Officer will to reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Officer 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 Officer Director is not entitled, under the provisions of the Corporation Law, the BylawsCertificate, By-laws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses.
Appears in 1 contract
Samples: Indemnification Agreement (World Air Holdings, Inc.)