Advancement of Defense Costs. Notwithstanding anything in the Organizational Documents to the contrary, the Company shall also promptly pay Director the expenses actually and reasonably incurred in defending any Proceeding in advance of its final disposition without requiring any preliminary determination of the ultimate entitlement of Director to indemnification; provided, however, the payment of such expenses so incurred by Director in advance of the final disposition of any Proceeding shall be made only upon delivery to the Company of an unsecured undertaking in the form attached hereto as Exhibit A by or on behalf of Director, to repay (without interest) all amounts so advanced if it shall ultimately be determined that Director is not entitled to be indemnified under this Agreement.
Advancement of Defense Costs. (1) Subject to Section XII, the Insurer, if requested by the Insured, shall advance covered Defense Costs on a current basis, except when advancement of Defense Costs is prohibited by law or regulation. The Insured shall repay any advanced Defense Costs to the Insurer in the event it is established that the Insurer has no liability under this Policy for such Defense Costs.
Advancement of Defense Costs. Except in those instances where the Insurer has denied liability for a Claim under the terms or conditions of this Policy, if the Entity and, if applicable, the Outside Entity refuses or is financially unable to advance Defense Costs in connection with any Claim, and if the insurers of the Underlying Insurance refuse to advance such Defense Costs, or such Defense Costs are not payable under any Underlying Insurance, then the Insurer on behalf of the Insured Persons shall advance such Defense Costs.
Advancement of Defense Costs. (A) The Company shall advance covered Defense Costs on account of a Claim reported pursuant to Section VI, Reporting, on a current basis after receipt by the Company of bills detailing such Defense Costs and all other information requested by the Company with respect to such bills until the applicable Limit of Liability set forth in Item 3 of the Declarations has been satisfied. SPECIMEN Furthermore, if an Organization refuses in writing, or fails within sixty (60) days of an Insured Person’s written request for indemnification, to advance, pay or indemnify an Insured Person for Loss on account of a Claim, then, upon the reporting of the Claim pursuant to Section VI, Reporting, the Company shall advance covered Defense Costs until such time that the Organization accepts the Insured Person’s request for indemnification or the applicable Limit of Liability set forth in Item 3 of the Declarations has been exhausted, whichever first occurs.
Advancement of Defense Costs. In the event Indemnitor does not, or cannot, elect to conduct the defense of any Claim, Indemnitor shall advance the reasonable and necessary costs and expenses resulting from the investigation, defense and appeal of a Claim against an Indemnified Party, including reasonable attorney fees incurred by legal counsel consented to by Indemnitor, and also including premiums for any appeal bond, attachment bond or similar bond, but not including any salaries or compensation paid to any officer or employee of Indemnitee or to any Indemnified Party Indemnified Parties requesting Indemnitor to advance Costs of Defense hereunder, shall provide a commitment in a form acceptable to Indemnitor that such advance payments shall be repaid to Indemnitor by the Indemnified Parties, severally according to their respective interests, in the event and to the extent that Indemnified Parties are determined not to have been entitled under the terms and conditions of this Agreement to payment for such Costs of Defense.
Advancement of Defense Costs. In the event the Company refuses or is financially unable to advance Defense Costs and if the Underlying Insurers fail to advance such Defense Costs, then upon the Insured Person's request and if proper documentation accompanies this request, the Insurer shall advance such Defense Costs on a current basis. The Insurer shall not advance Defense Costs on a current basis with respect to any Claim for which the Insurer has denied liability in full. In the event of any advance payments by the Insurer, the Insured Persons agree that they shall repay to the Insurer, severally according to their respective interests, all such payments in the event and to the extent it is finally determined that any such Insured Person is not entitled under this policy to coverage for such Loss.
Advancement of Defense Costs. Notwithstanding anything to the contrary contained herein, the Surviving Pubco shall advance to or pay on behalf of the Stockholders the reasonable out-of-pocket costs and expenses incurred by the Stockholders in connection with the defense of any alleged Indemnifiable Matter asserted by the Surviving Pubco, including reasonable attorneys’ fees; provided, however, if it is finally determined by a court of competent jurisdiction that the Indemnifiable Losses related to any such indemnifiable matter shall be satisfied through the availability of the Escrow Shares, the advances to or payments made on behalf of the Stockholders shall count towards the aggregate Indemnifiable Losses incurred by the Surviving Pubco in connection with such indemnifiable matter.
Advancement of Defense Costs. SPECIMEN
Advancement of Defense Costs. The Company shall also promptly pay Indemnitee the expenses actually and reasonably incurred in defending any Proceeding in advance of its final disposition without requiring any preliminary determination of the ultimate entitlement of the Indemnitee to indemnification; provided, however, the payment of such expenses so incurred by the Indemnitee in advance of the final disposition of any Proceeding, shall be made only upon delivery to the Company of an unsecured undertaking by or on behalf of the Indemnitee, to repay (without interest) all amounts so advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise.
