Common use of Advancement or Reimbursement of Expenses Clause in Contracts

Advancement or Reimbursement of Expenses. The Company may pay in advance or reimburse expenses actually or reasonably incurred or anticipated by an Indemnitee in connection with an appearance as a witness or other participation in a proceeding whether or not such Indemnitee is a named defendant or a respondent in the proceeding. To obtain reimbursement or an expense advance, the requesting Person shall submit to the Company a written request with such information as is reasonably available. If the expense advance is to be paid prior to final disposition of the proceeding, there shall be included a written statement of such Person’s good faith belief that such indemnification is appropriate under the circumstances and, if such Person is not a Member, that such Person has met the necessary standard of conduct under Section 8.2 or Section 8.3 as applicable or otherwise has met any applicable standard of conduct under the Delaware Act and an undertaking to repay any amount paid if it is ultimately determined that those conduct requirements were not met. Upon receipt of the request, the Members (by unanimous agreement), shall determine whether such Person is entitled to such reimbursement or an expense advance. If the request is rejected, the Company shall notify such Person of the reason therefor. If, within sixty days of the Company’s receipt of the request, the request for payment is not acted on, such Person shall have the right to an adjudication in any court of competent jurisdiction of such Person’s entitlement to such indemnification or expense advance.

Advancement or Reimbursement of Expenses. The Company may pay in advance or reimburse expenses actually or reasonably incurred or anticipated by an Indemnitee in connection with an appearance as a witness or other participation in a proceeding whether or not such Indemnitee is a named defendant or a respondent in the proceeding. To obtain reimbursement or an expense advance, the requesting Person shall submit to the Company a written request with such information as is reasonably available. If the expense advance is to be paid prior to final disposition of the proceeding, there shall be included a written statement of such Person’s 's good faith belief that such indemnification is appropriate under the circumstances and, if such Person is not a MemberMember or Manager, that such Person has met the necessary standard of conduct under Section 8.2 or Section 8.3 as applicable or otherwise has met any applicable standard of conduct under the Delaware Act and an undertaking to repay any amount paid if it is ultimately determined that those conduct requirements were not met. Upon receipt of the request, the Managers and Members (by unanimous agreement), shall determine whether such Person is entitled to such reimbursement or an expense advance. If the request is rejected, the Company shall notify such Person of the reason therefor. If, within sixty days of the Company’s 's receipt of the request, the request for payment is not acted on, such Person shall have the right to an adjudication in any court of competent jurisdiction of such Person’s 's entitlement to such indemnification or expense advance.