Common use of Advances for Expenses Clause in Contracts

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. The Corporation shall pay the Expenses incurred by the Director Officer in any Proceeding (other than a Proceeding brought for an accounting of profits made from the purchase and sale by the Director Officer 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 DirectorOfficer, if the DirectorOfficer: (a) furnishes the Corporation a written affirmation of the DirectorOfficer's good faith belief that the Director Officer 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 Officer is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Director Officer 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 DirectorOfficer's ability to repay the amount advanced and without regard to the DirectorOfficer'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 Officer in connection with any Proceeding.