Common use of Advancement and Repayment of Expenses Clause in Contracts

Advancement and Repayment of Expenses. Notwithstanding any other provision of this Agreement, Corporation shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if required as provided herein. The obligation of Corporation to advance Expenses pursuant to this Section 11 shall be subject to the condition that, if, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, Corporation shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

Advancement and Repayment of Expenses. Notwithstanding any other provision of this Agreement, Corporation shall advance all The Expenses incurred by or on behalf of Indemnitee in connection with defending and investigating any Proceeding shall be advanced by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether RBB prior to or after the final disposition of such ProceedingProceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit A to repay such advances to the extent, that it is ultimately determined that the Indemnitee is not entitled to indemnification. Such statement Any advance required hereunder shall be deemed to have been approved by the Board of Directors of RBB. In determining whether or statements shall reasonably evidence not to make an advance hereunder, the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf ability of Indemnitee to repay any Expenses advanced if required as provided hereinshall not be a factor. The obligation of Corporation to advance Expenses pursuant to In the event that RBB shall be obligated under this Section 11 shall be subject 6 to pay the condition thatExpenses of any Proceeding against Indemnitee, ifRBB, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable lawif appropriate, Corporation shall be entitled to be reimbursed, within thirty (30) days assume the defense of such determinationProceeding, with counsel approved by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law which approval shall not be bindingunreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by RBB, RBB will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall not have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by RBB, or (B) Indemnitee shall have reasonably concluded that there may be required a conflict of interest between RBB and the Indemnitee in the conduct of such defense or (C) RBB shall not, in fact, have employed counsel to reimburse Corporation for any advance assume the defense of Expenses until a final judicial determination is made with respect thereto (as to which all rights such Proceeding, then the fees and expenses of appeal therefrom have been exhausted or lapsed)Indemnitee’s counsel shall be at the expense of RBB.

Advancement and Repayment of Expenses. Upon receipt by the Corporation of a statement from the Indemnitee requesting advancement or repayment of any Expenses incurred in connection with any Proceeding involving the Indemnitee, all such Expenses shall be paid promptly (and in any event within twenty (20) days of receipt of such statement, which statement shall reasonably evidence the Expenses incurred or to be incurred) by the Corporation in advance of the final disposition of such Proceeding. The Indemnitee agrees that the Indemnitee will reimburse (without interest) the Corporation for all reasonable Expenses advanced, paid or incurred by the Corporation on behalf of the Indemnitee in respect of a claim against the Corporation under this Agreement in the event and only to the extent that it shall be ultimately and finally determined that the Indemnitee is not entitled to be indemnified by the Corporation for such Expenses under the provisions of applicable law, the Corporation’s Articles of Incorporation or By-laws, this Agreement or otherwise. The Corporation’s obligations to advance Expenses under this Section 7 shall not be subject to any conditions or requirements not contained in this Section. Notwithstanding any other provision of this Agreement, no advancement or repayment of Expenses shall be made to the Indemnitee with respect to a Proceeding, or part thereof, commenced voluntarily by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by the Indemnitee, or the Corporation shall advance all Expenses incurred in a Proceeding commenced by the Indemnitee), except a Proceeding pursuant to Section 9 hereof to enforce or on behalf interpret this Agreement or a Proceeding commencing or continuing after a change in control (as defined in the By-laws), unless the Board of Indemnitee in connection with any Proceeding by reason Directors of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if required as provided herein. The obligation of Corporation to advance Expenses pursuant to this Section 11 shall be subject to the condition that, if, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, Corporation shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced advancement or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Corporation for any advance of Expenses until a final judicial determination repayment is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed)appropriate.

Advancement and Repayment of Expenses. Notwithstanding any other provision of this Agreement, Corporation shall advance all The Expenses incurred by or on behalf of Indemnitee in connection with defending and investigating any Proceeding shall be advanced by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether Company prior to or after the final disposition of such ProceedingProceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit "A" to repay such advances to the extent that it is ultimately determined that the Indemnitee is not entitled to indemnification. Such statement Any advance required hereunder shall be deemed to have been approved by the Board of Directors of the Company to the extent this Agreement was so approved. In determining whether or statements shall reasonably evidence not to make an advance hereunder, the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf ability of Indemnitee to repay shall not be a factor. However, in a proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any Expenses advanced receiver or trustee), the Company shall have discretion whether or not to make the advances called for hereby if required as provided hereinindependent legal counsel advises in writing that the Company has probable cause to believe, and the Company does believe, that Indemnitee did not act in good faith with regard to the subject matter of the Proceeding or a material portion thereof. The obligation of Corporation to advance Expenses pursuant to In the event that the Company shall be obligated under this Section 11 shall be subject 7 to pay the condition thatExpenses of any Proceeding against Indemnitee, ifthe Company, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable lawif appropriate, Corporation shall be entitled to be reimbursed, within thirty (30) days assume the defense of such determinationProceeding, with counsel approved by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law which approval shall not be bindingunreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall not have the right to employ his counsel in any such Proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be required a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to reimburse Corporation for any advance assume the defense of Expenses until a final judicial determination is made with respect thereto (as to which all rights such Proceeding, then the fees and expenses of appeal therefrom have been exhausted or lapsed)Indemnitee's counsel shall be at the expense of the Company.

Advancement and Repayment of Expenses. Notwithstanding Upon written request therefor, accompanied by (a) reasonably itemized evidence of expenses incurred or reasonably expected to be incurred; (b) a written affirmation that: (i) the Indemnitee believes in good faith that his or her conduct conformed with the standard set forth in Section 1(a) hereof and did not constitute behavior of the kind described in Section 2(a) hereof and (ii) the Indemnitee is entitled to indemnification hereunder; and (c) the Indemnitee’s executed undertaking, in the form attached hereto as Exhibit A, providing that Indemnitee undertakes to: (i) repay the amounts advanced to the extent it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company and (ii) cooperate with the Company and its insurers (as applicable), the Company shall promptly advance to the Indemnitee all reasonable expenses (including attorneys’ fees and costs of investigation and defense (including the fees of expert witnesses, other professional advisors, and private investigators)) incurred, or reasonably expected to be incurred, by the Indemnitee in defending any other provision Action for which the Indemnitee is entitled to indemnification pursuant to this Agreement. Any such advances and the Indemnitee’s undertaking to repay shall be unsecured and interest-free. The undertaking described in clause (c) of this Section 7 shall be accepted by the Company without reference to the Indemnitee’s financial ability to make the repayments set forth therein. Where the Company is required to make a determination as to the reasonableness of any expenses under this Agreement, Corporation shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if required as provided herein. The obligation of Corporation to advance Expenses pursuant to this Section 11 determination shall be subject to made in the condition thatsame manner as the determination that indemnification is permissible in Section 9, if, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, Corporation shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, except that if Indemnitee, pursuant to Section 12 hereof, has commenced there are fewer than two Disinterested Directors or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Corporation for any advance of Expenses until a final judicial if the determination is made with respect thereto (by special legal counsel, authorization of indemnification and evaluation as to which all rights reasonableness of appeal therefrom have been exhausted or lapsed)expenses shall be made by those entitled under Section 9(b)(ii) to select special legal counsel.

Advancement and Repayment of Expenses. Notwithstanding If Indemnitee employs his/her own counsel, the cost of which is to be indemnified by the Corporation under Section 5, the Corporation will advance to Indemnitee any other provision and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding. These expenses must be advanced promptly before any final disposition of this Agreementany threatened or pending action, Corporation suit or proceeding, whether civil, criminal, administrative or investigative and in event no later than 10 days after receiving copies of invoices presented to Indemnitee for such expenses. Indemnitee’s entitlement to such advancement of Expenses shall advance all Expenses include those incurred by or on behalf of Indemnitee in connection with any Proceeding by reason Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Advancement of expenses pursuant to (a) above is conditioned on Indemnitee furnishing the Corporation with: (i) a written affirmation of the fact Indemnitee's good faith belief that Indemnitee isis entitled to be indemnified by the Corporation and (ii) an agreement that Indemnitee will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, was suit or at proceeding against Indemnitee if, and only to the extent that, it is ultimately determined by a final judicial decision (from which there is no right of appeal) that Indemnitee is not entitled to be indemnified by the Corporation for such expenses. The Corporation is not required to advance expenses to Indemnitee if Indemnitee (i) commences any time becomes action, suit or proceeding as a directorplaintiff, officerunless such advance is specifically approved by a majority of the Corporation's board of directors or (ii) is a party to an action, employee suit or agent proceeding brought in good faith by the Corporation and approved by a majority of the Corporation's board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information by Indemnitee in violation of Indemnitee's fiduciary or contractual obligations to the Corporation, or is or was serving or at any time serves at the request of Corporation as a directorother willful, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred deliberate and material breach by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if required as provided herein. The obligation of Corporation to advance Expenses pursuant to this Section 11 shall be subject Indemnitee's duty to the condition thatCorporation, ifits affiliates, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, Corporation shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed)its shareholders.

Advancement and Repayment of Expenses. Notwithstanding any other provision of this Agreement, Corporation shall advance all The Expenses incurred by or on behalf of Indemnitee in connection with defending and investigating any Proceeding shall be advanced by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether Company prior to or after the final disposition of such ProceedingProceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit A to repay such advances to the extent, that it is ultimately determined that the Indemnitee is not entitled to indemnification. Such statement Any advance required hereunder shall be deemed to have been approved by the Board of Directors of the Company. In determining whether or statements shall reasonably evidence not to make an advance hereunder, the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf ability of Indemnitee to repay any Expenses advanced if required as provided hereinshall not be a factor. The obligation of Corporation to advance Expenses pursuant to In the event that the Company shall be obligated under this Section 11 shall be subject 6 to pay the condition thatExpenses of any Proceeding against Indemnitee, ifthe Company, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable lawif appropriate, Corporation shall be entitled to be reimbursed, within thirty (30) days assume the defense of such determinationProceeding, with counsel approved by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law which approval shall not be bindingunreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall not have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be required a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to reimburse Corporation for any advance assume the defense of Expenses until a final judicial determination is made with respect thereto (as to which all rights such Proceeding, then the fees and expenses of appeal therefrom have been exhausted or lapsed)Indemnitee’s counsel shall be at the expense of the Company.

Advancement and Repayment of Expenses. Notwithstanding any other provision of this Agreement, The Corporation shall advance or reimburse the Indemnitee for all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding promptly following receipt by reason the Corporation of the fact that Indemnitee is, was or at (and in any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, event within ten twenty (1020) days after following) a request therefor from the Indemnitee to the extent that the Indemnitee has been successful on the merits or otherwise in connection with a Proceeding for which indemnification is permitted by this Agreement. In addition, the Corporation shall advance or reimburse the Indemnitee for all Expenses incurred in connection with any Proceeding that has not yet been finally determined promptly following receipt by the Corporation of (and in any event within twenty (20) days following) (i) receipt by the Corporation of (A) a statement or statements from the Indemnitee requesting such advance advancement or advances from time to timerepayment of any Expenses incurred in connection with any Proceeding, whether prior to or after final disposition of such Proceeding. Such which statement or statements shall reasonably evidence the Expenses incurred or to be incurred and contain an affirmation that he or she in good faith believes he or she has met the standard of conduct required by Indemnitee law and shall include or be preceded or accompanied by an this Agreement for indemnification, and (B) a written undertaking by the Indemnitee that the Indemnitee will reimburse (without interest) the Corporation for all reasonable Expenses advanced, paid or incurred by the Corporation on behalf of the Indemnitee to repay any Expenses advanced if required as provided herein. The obligation in respect of a claim against the Corporation to advance Expenses pursuant to under this Section 11 shall be subject to Agreement in the condition that, if, when event and only to the extent that Corporation determines it shall be ultimately and finally determined that the Indemnitee would is not be permitted entitled to be indemnified by the Corporation for such Expenses under the provisions of applicable law, the Corporation’s Articles of Incorporation or By-laws and this Agreement and (ii) a determination by the Corporation shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee, pursuant to Section 12 hereof, has commenced or thereafter commences legal proceedings the procedures set forth in a court of competent jurisdiction or an arbitration the By-laws that the facts then known to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified preclude indemnification under the provisions of applicable law and this Agreement. The Corporation’s obligations to advance Expenses under this Section 7 shall not be bindingsubject to any conditions or requirements not contained in this Section, and Indemnitee shall not be except as required to reimburse Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed)by applicable law.