Advancing Expenses. The Company shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 13(a) or the initiation of or participation in a proceeding which has been authorized by the Member pursuant to Section 13(b) upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined pursuant to Section 13(f) that such person is not entitled to be indemnified by the Company pursuant to this Section 13. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
Advancing Expenses. The Company shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 5.1 or the initiation of or participation in which is authorized pursuant to Section 5.2 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
Advancing Expenses. Expenses actually and reasonably incurred in defending a third party or company proceeding shall be paid on behalf of a Covered Person by the Company in advance of the final disposition of such third party or corporate proceeding and within 30 days of receipt by the Secretary of the Company of (i) an application from such Covered Person setting forth the basis for such application, and (ii) if required by law at the time such application is made, an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company under this Article. The financial ability of such Covered Person to make such repayment shall not be a prerequisite to the making of an advance.
Advancing Expenses. Expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of Executive by the Company in advance of the final disposition of such third party or corporate proceeding upon receipt of an undertaking by or on behalf of the Executive to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company as authorized in this Section 7. The financial ability of the Executive to make a repayment contemplated by this section shall not be a prerequisite to the making of an advance.
Advancing Expenses. The Company shall pay the expenses (including attorneys' fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 7(a) or the initiation of or participation in which is authorized pursuant to Section 7(e) upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined that such indemnified representative is not entitled to be indemnified by the Company pursuant to this Section 7. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
Advancing Expenses. Unless otherwise determined by the Board of Representatives acting in accordance with Section 5.1, the Company shall pay the expenses (including reasonable attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 5.5 or the initiation of or participation in which is authorized pursuant to Section 5.6 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined that such Person is not entitled to be indemnified by the Company pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
Advancing Expenses. To the fullest extent permitted by law, the Company may pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding upon receipt of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Section.
Advancing Expenses. 27 Section 5.8 Payment of Indemnification.........................28 Section 5.9 Arbitration........................................28 Section 5.10 Contribution.......................................28 Section 5.11 Mandatory Indemnification of Partners and Officers.28 Section 5.12 Contract Rights; Amendment or Repeal...............29 Section 5.13 Scope of Article...................................29 Section 5.14 Reliance on Provisions.............................29
Advancing Expenses. To the fullest extent not prohibited by applicable law, expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an Authorized Representative by the Company in advance of the final disposition of such third party or corporate proceeding as authorized in the manner provided in subsection (d) of this Section 11 upon receipt of an undertaking by or on behalf of the Authorized Representative to repay such amount unless it shall ultimately be determined that such Authorized Representative is entitled to be indemnified by the Company as authorized in this Section 11. The financial ability of such Authorized Representative to make such repayment shall not be a prerequisite to the making of an advance.
Advancing Expenses. Expenses (including attorneys’ fees) incurred by a present or former director or officer of the corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) 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 such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by relevant provisions of the General Corporation Law of the State of Delaware; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.
