Advances for Expenses. Expenses (including attorneys' fees) --------------------- incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Employee to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Company as authorized herein or otherwise.
Advances for Expenses. Expenses (including, without limitation, attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of an Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified by the Company as authorized in this Section 4.8; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall advance expenses of any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. The Board may, upon approval of such Indemnitee, authorize the Company’s counsel to represent such person in any proceeding, whether or not the Company is a party to such proceeding. Notwithstanding anything to the contrary in this Section 4.8(b) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not advance an Indemnitee any expenses to the extent such advancement would violate the Investment Company Act.
Advances for Expenses. The Corporation shall pay the Expenses incurred by the Director in any Proceeding (other than a Proceeding brought for an accounting of profits made from the purchase and sale by the Director of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Director, if the Director:
(a) furnishes the Corporation a written affirmation of the Director's good faith belief that the Director is entitled to be indemnified under this Agreement; and
(b) furnishes the Corporation a written undertaking to repay the advance to the extent that it is ultimately determined that the Director is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Director but need not be secured. Advances pursuant to this Section 9 shall be made no later than 10 days after receipt by the Corporation of the affirmation and undertaking described in subparagraphs (a) and (b) above, and shall be made without regard to the Director's ability to repay the amount advanced and without regard to the Director's ultimate entitlement to indemnification under this Agreement. The Corporation may establish a trust, escrow account or other secured funding source for the payment of advances made and to be made pursuant to this Section 9 or of other liability incurred by the Director in connection with any Proceeding.
Advances for Expenses. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 10.01 shall be paid by the POOL in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him/her, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he/she shall not have been successful on the merits or otherwise:
(a) if it shall ultimately be determined as provided in Section 10.04 that he/she is not entitled to be indemnified by the POOL as provided under Section 10.01; or
(b) if, in respect of any claim, issue or other matter asserted by or in the right of the POOL in such action or suit, he/she shall have been adjudged to be liable for acting with reckless disregard for the best interests of the POOL or misconduct (other than negligence) in the performance of his duty to the POOL, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he/she is fairly and reasonably entitled to all or part of such indemnification.
Advances for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer as a party to a proceeding in advance of final disposition of the proceeding if:
(i) Such person furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in subsection 8.2(a) above, and
(ii) Such person furnishes the Corporation a written undertaking (meeting the qualifications set forth below in subsection 8.3(b)), executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this Article or otherwise.
(b) The undertaking required by subsection 8.3(a)(ii) above must be an unlimited general obligation of the proposed indemnitee but need not be secured and shall be accepted without reference to financial ability to make repayment. If a director or officer seeks to enforce his rights to indemnification in a court pursuant to Section 8.5, such undertaking to repay shall not be applicable or enforceable unless and until there is a final court determination that he is not entitled to indemnification, as to which all rights of appeal have been exhausted or have expired.
Advances for Expenses. The Corporation agrees to pay Expenses incurred by Indemnitee in connection with any Proceeding in advance of the final disposition thereof (“Advances”), provided that the Corporation has received a written affirmation of the Indemnitee that his or her conduct does not constitute behavior of the kind described in Sections 2(d)(v) and 2(d)(vi) of this Agreement and an undertaking from or on behalf of Indemnitee to repay the amount so advanced if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation under this Agreement or otherwise, substantially in the form attached hereto as Annex I (an “Affirmation and Undertaking”),. The undertaking must be an unlimited general obligation of Indemnitee but need not be secured, does not bear interest, and shall be accepted without reference to the financial ability of the Indemnitee to make repayment.
Advances for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer as a party to a proceeding in advance of final disposition of the proceeding if: (1) such person furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in subsection 10.2(a) above; and (2) such person furnishes the Corporation a written undertaking meeting the qualifications set forth below in subsection 10.3(b) executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to any indemnification under this Article or otherwise.
(b) The undertaking required by subsection 10.3(a)(2) above must be an unlimited general obligation of the director or officer but need not be secured and shall be accepted without reference to financial ability to make repayment.
Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.
Advances for Expenses. (a) Notwithstanding any other provision of this Agreement, to the fullest extent allowed and/or not proscribed by applicable law, the Indemnitee shall have the right to receive from the Indemnitor on demand or, at the Indemnitee’s option, to have the Indemnitor pay promptly on the Indemnitee’s behalf, within thirty (30) days of the date the Indemnitee submits an Advance Request (as defined below in this Section 5(a)) and in advance of a Final Determination of a Proceeding, all Expenses as such amounts are expended or incurred by the Indemnitee in connection with any Proceeding or otherwise (such amounts so expended or incurred being referred to as “Advanced Amounts”). For purposes of this Agreement, the term “Expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature) actually and reasonably incurred by the Indemnitee in connection with the investigation, preparation, defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, applicable law, or otherwise. In making any request for Expenses, including any Advanced Amounts, pursuant to this Agreement, the Indemnitee shall submit to the Indemnitor a written request for payment (an “Advance Request”) which includes a schedule setting forth in reasonable detail the amount expended (or incurred or expected to be expended or incurred). Each item on such schedule shall be supported by the bill, agreement, or other documentation relating thereto, a copy of which shall be appended to the schedule as an exhibit (except that, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause the Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). The Indemnitor shall be required to advance Expenses unless and until there is a Final Determination that the Indemnitee is not entitled to indemnification.
(b) Where the Indemnitee is requesting Advanced Amounts, the Indemnitee must, but only where required by applicable law, provide an undertaking to repay such Advanced Amounts if a Final Determination is made that the Indemnitee is not entitled to indemnification hereunder. Any advances and undertakings t...
Advances for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer as a party to a proceeding in advance of final disposition of the proceeding if: (i) Such person furnishes the Corporation a written affirmation of good faith belief that he has met the standard of conduct set forth in subsection 8.2(a) above, and
