Common use of Advances for Expenses Clause in Contracts

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. Expenses (including, without limitation, reasonable 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 DIRECTOR promptly as such expenses are incurred by him/her, but only if such officer or director 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 he shall not have been successful on the merits or otherwise: (a) if it shall ultimately be determined as provided in Section 10.04 10.03 that he/she he 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 he shall have been adjudged to be liable for acting with reckless disregard for of 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. Expenses (including, without limitation, reasonable 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 DIRECTOR promptly as such expenses are incurred by him/her, but only if such officer or director 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 he shall not have been successful on the merits or otherwise: (a) if it shall ultimately be determined as provided in Section 10.04 10.03 that he/she he 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 he 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. 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 5.01 shall be paid by the POOL corporation 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 he shall not have been successful on the merits or otherwise: (aA) if it shall ultimately be determined as provided in Section 10.04 5.04 that he/she he is not entitled to be indemnified by the POOL corporation as provided under Section 10.015.01; or (bB) if, in respect of any claim, issue or other matter asserted by or in the right of the POOL corporation in such action or suit, he/she he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the POOL corporation or misconduct (other than negligence) in the performance of his duty to the POOLcorporation, unless and only to the extent that the Court of Common Pleas of Franklin Union 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 he is fairly and reasonably entitled to all or part of such indemnification.