Common use of Agreement to Advance Expenses; Conditions Clause in Contracts

Agreement to Advance Expenses; Conditions. The Company shall pay to the Indemnitee all Indemnifiable Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to be made a party to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Status, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to the Indemnitee if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction, from which decision there is no further right to appeal, that the Indemnitee is not entitled under this Agreement to, or is prohibited by applicable law from, indemnification with respect to such Indemnifiable Expenses. Any advances and undertakings to repay pursuant to this Section 8 shall be unsecured and interest free and without regard to the Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall include any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advancements claimed. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 regardless of any Determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 4(a) and 4(b) hereof. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) any claim for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Company.

Agreement to Advance Expenses; Conditions. The Company shall pay to the Indemnitee all Indemnifiable Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to be made a party to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Status, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to the Indemnitee if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction, from which decision there is no further right to appeal, that the Indemnitee is not entitled under this Agreement to, or is prohibited by applicable law from, indemnification with respect to such Indemnifiable Expenses. Any advances and undertakings to repay pursuant to this Section 8 shall be unsecured and interest free and shall be made without regard to the Indemnitee’s ability to repay. Except as set forth in this Section 8, the The Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall include any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancement, including Expenses incurred preparing and forwarding statements repayment except to the Company to support the advancements claimedextent required by law. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 regardless of any Determination determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 4(a) and 4(b) hereof. The Company shall not seek from a courtTo the extent permitted by law, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses advances under this Agreementsection shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) any claim for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Companyadvancement.

Agreement to Advance Expenses; Conditions. The Company shall pay to the Indemnitee all Indemnifiable Expenses as and when incurred by or on behalf of the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to be made a party to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Status, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to the Indemnitee if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction, from which decision there is no further right to appeal, that the Indemnitee is not entitled under this Agreement to, or is prohibited by applicable law from, indemnification with respect to such Indemnifiable Expenses. No other form of undertaking shall be required other than the execution of this Agreement. Any advances and undertakings to repay pursuant to this Section 8 7 shall be unsecured and interest free and without regard to the Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall include any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advancements claimedfree. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 7 without regard to Indemnitee’s ability to repay the Expenses and regardless of any Determination determination by or on behalf of the Company that the Indemnitee has not met failed to meet the standards standard of conduct set forth in Sections 4(a) and 4(b) hereofwhich makes it permissible under applicable law for the Company to indemnify the Indemnitee for Indemnifiable Amounts hereunder. The Company shall not seek from a court, or parties agree to, a “bar order” which would have that for the effect purposes of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to any advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board for which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty Indemnitee has made written demand to the Company or its stockholders, or (ii) any claim for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of in accordance with this Agreement, but all Expenses included in such demand that are certified by written affidavit of Indemnitee’s outside counsel as being reasonable shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled be presumed conclusively to be indemnified by the Companyreasonable.

Agreement to Advance Expenses; Conditions. The Company shall pay to the Indemnitee all Indemnifiable Expenses as and when incurred by or on behalf of the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to be made a party to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Status, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to the Indemnitee if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction, from which decision there is no further right to appeal, that the Indemnitee is not entitled under this Agreement to, or is prohibited by applicable law from, indemnification with respect to such Indemnifiable Expenses. No other form of undertaking shall be required other than the execution of this Agreement. Any advances and undertakings to repay pursuant to this Section 8 7 shall be unsecured and interest free and without regard to the Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall include any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advancements claimedfree. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 7 without regard to the Indemnitee’s ability to repay the Expenses and regardless of any Determination determination by or on behalf of the Company that the Indemnitee has not met failed to meet the standards standard of conduct set forth in Sections 4(a) and 4(b) hereofwhich makes it permissible under applicable law for the Company to indemnify the Indemnitee for Indemnifiable Amounts hereunder. The parties agree that for the purposes of any advancement of Expenses for which the Indemnitee has made written demand to the Company shall not seek from a courtin accordance with this Agreement, or agree to, a “bar order” which would have the effect all Expenses included in such demand that are certified by written affidavit of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to advancement of Expenses outside counsel as being reasonable shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) any claim for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled be presumed conclusively to be indemnified by the Companyreasonable.

Agreement to Advance Expenses; Conditions. The (a) Except as set forth in Section 11(b), the Company shall pay will, if requested by Indemnitee, advance, to the fullest extent permitted by Delaware law, to Indemnitee (hereinafter an “Expense Advance”) any and all Indemnifiable Expenses actually and reasonably paid or incurred by or on behalf of the Indemnitee in connection with any Proceeding (whether prior to which or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to satisfaction of any standard of conduct and will be made a party without regard to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Statusultimate entitlement to indemnification under the other provisions of this Agreement, including a Proceeding by or in the right under provisions of the Company, in advance of ’s Charter or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the final disposition of such ProceedingCompany without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid such Expense Advance if, and to the Indemnitee if extent that, it shall is ultimately be determined determined, by final judicial decision of by a court of competent jurisdictionor arbitrator, as applicable, from which decision there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses under the Company’s Charter and Bylaws, the DGCL, this Agreement toor otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, or is prohibited by applicable law from, indemnification which shall constitute the requisite undertaking with respect to such Indemnifiable Expenses. Any advances repayment of an Expense Advance made hereunder and undertakings to repay pursuant to this Section 8 no other form of undertaking shall be unsecured and interest free and without regard required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancementadvancement provided for in Section 13, including Expenses incurred preparing and forwarding statements to the Company to support the advancements Expense Advances claimed. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 regardless of any Determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 4(a) , and 4(b) hereof. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) notwithstanding anything herein to the contrary, any claim advance of expenses provided for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Company13.

Agreement to Advance Expenses; Conditions. The (a) Except as set forth in Section 11(b), the Company shall pay will, if requested by Ixxxxxxxxx, advance, to the fullest extent permitted by Delaware law, to Indemnitee (hereinafter an “Expense Advance”) any and all Indemnifiable Expenses actually and reasonably paid or incurred by or on behalf of the Indemnitee in connection with any Proceeding (whether prior to which or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to satisfaction of any standard of conduct and will be made a party without regard to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Statusultimate entitlement to indemnification under the other provisions of this Agreement, including a Proceeding by or in the right under provisions of the Company, in advance of ’s Charter or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the final disposition of such ProceedingCompany without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid such Expense Advance if, and to the Indemnitee if extent that, it shall is ultimately be determined determined, by final judicial decision of by a court of competent jurisdictionor arbitrator, as applicable, from which decision there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses under the Company’s Charter and Bylaws, the DGCL, this Agreement toor otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, or is prohibited by applicable law from, indemnification which shall constitute the requisite undertaking with respect to such Indemnifiable Expenses. Any advances repayment of an Expense Advance made hereunder and undertakings to repay pursuant to this Section 8 no other form of undertaking shall be unsecured and interest free and without regard required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancementadvancement provided for in Section 13, including Expenses incurred preparing and forwarding statements to the Company to support the advancements Expense Advances claimed. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 regardless of any Determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 4(a) , and 4(b) hereof. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) notwithstanding anything herein to the contrary, any claim advance of expenses provided for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Company13.

Agreement to Advance Expenses; Conditions. The (a) Except as set forth in Section 11(b), the Company shall pay will, if requested by Xxxxxxxxxx, advance, to the fullest extent permitted by Delaware law, to Indemnitee (hereinafter an “Expense Advance”) any and all Indemnifiable Expenses actually and reasonably paid or incurred by or on behalf of the Indemnitee in connection with any Proceeding (whether prior to which or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the Indemnitee was or is a party or was or is otherwise involved or was or is threatened to satisfaction of any standard of conduct and will be made a party without regard to or was or is otherwise involved in any capacity in any Proceeding by reason of the Indemnitee’s Corporate Statusultimate entitlement to indemnification under the other provisions of this Agreement, including a Proceeding by or in the right under provisions of the Company, in advance of ’s Charter or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the final disposition of such ProceedingCompany without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid such Expense Advance if, and to the Indemnitee if extent that, it shall is ultimately be determined determined, by final judicial decision of by a court of competent jurisdictionor arbitrator, as applicable, from which decision there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses under the Company’s Charter and Bylaws, the DGCL, this Agreement toor otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, or is prohibited by applicable law from, indemnification which shall constitute the requisite undertaking with respect to such Indemnifiable Expenses. Any advances repayment of an Expense Advance made hereunder and undertakings to repay pursuant to this Section 8 no other form of undertaking shall be unsecured and interest free and without regard required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee’s ability to repay. Except as set forth in this Section 8, the Company shall not impose on the Indemnitee additional conditions to advancement of Expenses or require from the Indemnitee additional undertakings regarding repayment. Advancements shall An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the Indemnitee’s right of advancementadvancement provided for in Section 13, including Expenses incurred preparing and forwarding statements to the Company to support the advancements Expense Advances claimed. The Indemnitee shall be entitled to advancement of Indemnifiable Expenses as provided in this Section 8 regardless of any Determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 4(a) , and 4(b) hereof. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Company brought by the Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Company or its stockholders, or (ii) notwithstanding anything herein to the contrary, any claim advance of expenses provided for which indemnification is excluded pursuant to Section 15(a) and Section 15(c) of this Agreement, but shall apply to any Proceeding referenced in Section 15(b) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Company13.