Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.
Advancement of Costs and Expenses. (a) All costs and expenses (including attorneys’ fees, retainers and advances of disbursements required of Indemnitee) incurred by Indemnitee in preparing to serve or serving as a witness in a Proceeding of the type described in clause (i) of Section 2(b) hereof, or in investigating, defending or appealing any Proceeding relating to a Qualifying Reason (and not excluded by clause (i) or (ii) of Section 2(c), or arising in connection with an adjudication or award in arbitration pursuant to Section 4(e) hereof, or relating to a Proceeding described in or arising pursuant to Section 9 hereof, shall be paid by the Company (in advance of the final disposition of such Proceeding) at the request of Indemnitee within 20 days after the receipt from time to time by the Company from Indemnitee of a statement or statements requesting such advance or advances, reasonably evidencing the expenses and costs incurred by him in connection therewith and averring that they do not relate to matters described in the aforesaid clause (i) or (ii) of Section 2(c), together with a written undertaking by Indemnitee to repay such amount if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof, if Indemnitee elects to seek such an adjudication or arbitration, and otherwise in a determination, if required hereunder, pursuant to Section 4(a) hereof) that Indemnitee is not entitled to be indemnified against such costs and expenses by the Company as provided by this Agreement (or, if Indemnitee has sought advances pursuant to Section 4(e) or 9 hereof, if there is a specific judicial finding that Indemnitee’s suit was frivolous).
(b) If and to the extent it is finally determined hereunder that Indemnitee is not entitled to indemnification, or is entitled only to partial indemnification, Indemnitee shall reimburse the Company for all costs and expenses advanced or prepaid pursuant to Indemnitee’s prior request or requests hereunder, or the proper proportion thereof, as the case may be, within 90 days after receipt of an itemized written statement therefor from the Company, provided that Indemnitee shall have no obligation to reimburse the Company for any of Indemnitee’s costs and expenses relating to (i) cooperating with the Company in making its determination, as provided in Section 4(a) hereof, (ii) an adjudication or arbitration of his entitlement to indemnification hereunder, as provided in Section 4(e) hereof or (iii) a Pro...
Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in SUBSECTION 10.1; PROVIDED, HOWEVER, that the Executive agrees to repay to the Company all amounts so advanced in the event that the Company reasonably determines in good faith that any acts or omissions by the Executive were:
(a) in knowing violation of any agreement between the Executive and the Company;
(b) in bad faith or involving intentional misconduct or a knowing violation of law or that the Executive personally gained a financial profit or other advantage to which he was not legally entitled; or
(c) for which a court, having jurisdiction in the matter, determines that indemnification is not lawful.
Advancement of Costs and Expenses. The costs and expenses (including, but not limited to, attorneys’ fees) incurred by the Executive in investigating, defending, being a witness in, appealing or otherwise participating in any threatened or pending claim or any threatened or pending action, suit or proceeding described in Section 7.1 shall, at the written request of the Executive, be paid by the Company in advance of final judgment or settlement with the understanding, undertaking and agreement hereby made and entered into by the Executive and the Company that the Executive shall, if it is ultimately determined in accordance with Section 7.2 or pursuant to Section 7.10 that the Executive is not entitled to be indemnified, or was not entitled to be fully indemnified, repay to the Company such amount, or the appropriate portion thereof, so paid or advanced. Such advancements shall be made within ten business days of written request therefor by the Executive.
Advancement of Costs and Expenses. The Company shall promptly advance to the Executive (or his beneficiaries, if applicable) any cost (including reasonable attorneys’ fees) incurred by them in connection with any Claim arising out of or relating to this Agreement, subject to prompt repayment by the recipient in the event that the Company (and its affiliates, if applicable) substantially prevails with respect to such Claim. Pending the resolution of any Claim under Section 10.7 or otherwise, the Executive (and his beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise.
Advancement of Costs and Expenses. Any advancement of Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses shall be repaid to the Company by the Insureds, severally according to their respective interests, if and to the extent it is determined that such Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses are not insured under this policy.
Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Subsection 10.1; provided, however, that the Executive agrees to repay to the Company all amounts so advanced to the extent that a court of competent jurisdiction finds that any acts or omissions by the Executive were:
(a) in knowing violation of any agreement between the Executive and the Company;
(b) in bad faith or involving intentional misconduct or a knowing violation of law or that the Executive personally gained a financial profit or other advantage to which he was not legally entitled; or
(c) for which a court, having jurisdiction in the matter, determines that indemnification is not lawful.
Advancement of Costs and Expenses. Co-Counsel shall each absorb their internal “in-house” costs, including but not limited to the following: telephone and facsimile costs, in-house copying, salaries for their respective attorneys and staff, and travel and lodging. Common out-of-pocket litigation expenses such as deposition and court transcripts, outside copying services, expert consultants and expert witnesses, jury consultants, and graphics services, and other common expenses associated with the prosecution of the case will be split equally between NAME #1 and NAME #2. Co-Counsel shall exchange records of their respective out-of-pocket expenses on a quarterly basis.
Advancement of Costs and Expenses. The costs and expenses (including, but not limited to, attorneys' fees) incurred by the Director in investigating, defending, being a witness in, appealing or otherwise participating in any threatened or pending claim or any threatened or pending action, suit or proceeding described in Section 1 of this Agreement shall, at the written request of the Director, be paid by the Company in advance of final judgment or settlement with the understanding, undertaking and agreement hereby made and entered into by the Director and the Company, that the Director shall, if it is ultimately determined in accordance with Section 2 or pursuant to Section 11 of this Agreement that the Director is not entitled to be indemnified, or was not entitled to be fully indemnified, repay to the Company such amount, or the appropriate portion thereof, so paid or advanced. Such advancements shall be made within ten business days of written request therefor by the Director.
Advancement of Costs and Expenses. The costs and expenses incurred by Director in investigating, defending or appealing any threatened or pending claim or any threatened or pending action, suit or proceeding described in Section 1 of this Agreement shall, at the written request of Director, be paid by Company within ten (10) days after receiving copies of invoices presented to Director for such costs and expenses in advance of final judgment or settlement with the understanding, undertaking and agreement hereby made and entered into by Director and Company, that Director shall, if it is ultimately determined in accordance with Section 2 or pursuant to Section 12 that Director is not entitled to be indemnified, or was not entitled to be fully indemnified, repay to Company such amount, or the appropriate portion thereof, so paid or advanced. Such advancements shall be made at least quarterly.
