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

Agreement to Advance Expenses; Undertaking. In a manner consistent with applicable law, including the MGCL and the 1940 Act, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within 10 calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in this Agreement, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. Advances shall be unsecured and interest free. Provided that Indemnitee makes the statements and undertakings required by this Agreement and applicable law, advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

Agreement to Advance Expenses; Undertaking. In a manner consistent with applicable law, including the MGCL and the 1940 Act, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, other than a Proceeding brought by the Indemnitee against the Company or any of its Subsidiaries, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within 10 ten (10) calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements The Company may, but shall reasonably evidence the Expenses incurred by Indemnitee and shall include or not be preceded or accompanied by a written affirmation by Indemnitee of required to, advance an Indemnitee’s good faith belief that the standard of conduct necessary for indemnification Expenses in connection with any Proceeding brought by the Indemnitee against the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf any of Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in this Agreement, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereofits Subsidiaries. Advances shall be unsecured and interest free. Provided that Indemnitee makes the statements and undertakings required by this Agreement and applicable law, advances Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. To the extent required by Delaware law and the 1940 Act, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

Agreement to Advance Expenses; Undertaking. In a manner consistent with applicable law, including Notwithstanding any provision to the MGCL and the 1940 Actcontrary in Section 6 hereof, the Company shall advance pay to Indemnitee all Indemnifiable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason advance of such Indemnitee’s Corporate Status within 10 calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement , if (i) the Proceeding relates to acts or statements shall reasonably evidence omissions with respect to the Expenses incurred performance of duties or services on behalf of the Company, (ii) the Proceeding was initiated by a third party who is not a stockholder of the Company acting in his capacity as such, (iii) a court of competent jurisdiction approves the advance of Indemnifiable Expenses, (iv) the Indemnitee and shall include or be preceded or accompanied by furnishes the Company with a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and (v) the Indemnitee furnishes a written undertaking agreement (the “Undertaking”) by or on behalf of the Indemnitee to reimburse repay the portion amount of any Expenses such Indemnifiable Expenses, together with the applicable legal rate of interest thereon, advanced to Indemnitee relating if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to claims, issues or matters indemnification with respect to such Indemnifiable Expenses. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the Proceeding as to which it shall ultimately be established that the standard form of conduct has not been met by Indemnitee and which have not been successfully resolved as described in this Agreement, in substantially the form Exhibit A attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. Advances shall be unsecured and interest free. Provided that Indemnitee makes the statements and undertakings required by this Agreement and applicable law, advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.