Common use of Advancement and Repayment of Expenses Clause in Contracts

Advancement and Repayment of Expenses. (a) In the event that Officer employs his own counsel pursuant to Section 6(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 (1 0) 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 applicable law, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.

Appears in 3 contracts

Samples: Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems)

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Advancement and Repayment of Expenses. (a) In the event that Officer employs his Officer's own counsel pursuant to Section 6(b)(i) through (iii6(b) 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 (1 010) 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 pursuant to the procedure specified in Section 145(d) of appeal) the Code that Officer is not entitled, under applicable lawthe provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.

Appears in 2 contracts

Samples: Indemnification Agreement (Xoma Corp /De/), Indemnification Agreement (Xoma Corp /De/)

Advancement and Repayment of Expenses. (a) In the event that Officer employs his own counsel pursuant to Section 6(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 (1 010) days after receiving copies of invoices presented to Officer for such expenses.; and (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 applicable law, the Bylawsby-laws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.

Appears in 2 contracts

Samples: Indemnification Agreement (Giga Tronics Inc), Indemnification Agreement (Giga Tronics Inc)

Advancement and Repayment of Expenses. (a) In the event that Officer employs his or her own counsel pursuant to Section 6(b)(i4(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 thirty (1 030) 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 applicable law, the Bylaws, this Agreement or and otherwise, to be indemnified by Corporation for such expenses.

Appears in 1 contract

Samples: Officer Indemnification Agreement (American Business Products Inc)

Advancement and Repayment of Expenses. (a) In the event that Officer employs his or her own counsel pursuant to Section 6(b)(i11(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 (1 010) 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 applicable 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)

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Advancement and Repayment of Expenses. (a) In the event that Officer employs his or her own counsel pursuant to Section 6(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 (1 010) days after receiving copies of invoices presented to Officer for such expenses.; and (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 applicable law, the Articles or Bylaws, this Agreement or otherwise, to be indemnified by Corporation for such expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Cisco Systems Inc)

Advancement and Repayment of Expenses. (a) In the event that Officer conducts the defense or employs his or her own counsel pursuant to Section 6(b)(i6 (b) through (iiii) aboveor (ii) hereof, the 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 (1 010) days after receiving copies of invoices presented to Officer for such expenses. (b) Officer 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 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 applicable lawthe 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.)

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