Common use of Cost Advances Clause in Contracts

Cost Advances. (1) Upon and subject to the terms and conditions hereof, the Corporation will, at the request of the Indemnified Party, make Cost Advances in respect of a Proceeding to the Indemnified Party to the fullest extent permitted by law, on receipt of the following: (a) a statement of the Indemnified Party’s good faith belief that the Indemnitees are entitled to indemnification hereunder; (b) a written undertaking, in form and on terms satisfactory to the Corporation acting reasonably, by or on behalf of the Indemnitees to repay such Cost Advances if it is ultimately determined by a tribunal of competent jurisdiction that the Corporation is prohibited from paying such Costs; and (c) satisfactory evidence as to the amount of the Costs requested as Cost Advances. (2) For greater certainty, subject as hereinafter provided in Section 2.03, it shall not be necessary for the Indemnitees to pay such Costs and then seek reimbursement; if the Indemnitees provide satisfactory evidence to the Corporation for direct payment by the Corporation, the Corporation shall make payment to the Indemnitees (or as the Indemnitees may direct) within ten (10) Business Days after the Corporation has received the foregoing information from the Indemnitees. If any portion of the Costs is subject to dispute in accordance with Section 2.03, the Corporation shall promptly pay the undisputed portion of any Costs. (3) The written certification of any of the Indemnitees, together with a copy of a receipt, or a statement indicating the amount paid or to be paid by the Indemnitees, will constitute satisfactory evidence of any Costs for the purposes of Section 2.02(1). The Corporation shall have the burden of establishing that any Costs it wishes to challenge are not reasonable. (4) It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law which expands the right of the Corporation to indemnify or make Cost Advances to a director or officer, the Indemnified Party shall receive the greater benefits afforded by such change, and (ii) this Agreement be interpreted and enforced so as to provide obligatory indemnification and Cost Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Cost Advances would otherwise be discretionary.

Cost Advances. (1) Upon and subject to the terms and conditions hereof, the The Corporation will, shall at the request of the Indemnified Party, Party make all Cost Advances in respect of a Proceeding to the Indemnified Party promptly following receipt of such request, to the fullest extent permitted by applicable law, on receipt of . Each such request for Cost Advances by the following: Indemnified Party shall be in writing and shall include: (ai) a statement written affirmation of the Indemnified Party’s 's good faith belief that the Indemnitees are Indemnified Party is entitled to indemnification or hold harmless obligations hereunder; , together with particulars of the Costs to be covered by the proposed Cost Advance (bfor greater certainty, the Indemnified Party shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize solicitor-client or litigation privilege, provided that the Indemnified Party shall cooperate with the Corporation in good faith to facilitate the sharing of such information and/or documentation that would not jeopardize solicitor-client and/or litigation privilege); and (ii) a written undertaking, in form and on terms satisfactory to undertaking by the Corporation acting reasonably, by or on behalf of the Indemnitees Indemnified Party to repay such all Cost Advances if and to the extent that it is ultimately determined by a tribunal court of competent jurisdiction that the Corporation Indemnified Party is not entitled to indemnification or hold harmless obligations hereunder or that the payment of such Costs is prohibited from paying such Costs; and (c) satisfactory evidence as by applicable law. Such written undertaking to repay Cost Advances shall be accepted without reference to the amount of Indemnified Party's ability to repay the Costs requested as Cost Advances. (2) , shall be unsecured and no interest shall be charged thereon. For greater certainty, subject as hereinafter provided in Section 2.03, it shall not be necessary for the Indemnitees to pay such Costs and then seek reimbursement; if the Indemnitees provide satisfactory evidence to the Corporation for direct payment by the Corporation, the Corporation shall make payment to the Indemnitees (or as the Indemnitees may direct) within ten (10) Business Days after the Corporation has received the foregoing information from the Indemnitees. If any portion avoidance of the Costs is subject to dispute in accordance with Section 2.03, the Corporation shall promptly pay the undisputed portion of any Costs. (3) The written certification of any of the Indemnitees, together with a copy of a receipt, or a statement indicating the amount paid or to be paid by the Indemnitees, will constitute satisfactory evidence of any Costs for the purposes of Section 2.02(1). The Corporation shall have the burden of establishing that any Costs it wishes to challenge are not reasonable. (4) It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law which expands the right of the Corporation to indemnify or make Cost Advances to a director or officerdoubt, the Indemnified Party shall receive the greater benefits afforded by such change, and (ii) this Agreement be interpreted and enforced so as required to provide obligatory indemnification and repay all Cost Advances under such circumstances as set forth to the extent any are made in connection with any Claim related to the matters contemplated by Section 4 of this Agreement. Notwithstanding any other provision of this Agreement, if anyto the extent that the Indemnified Party is, by reason of the fact that the Indemnified Party is or was a director or officer of the Corporation or of an Other Entity, or serves or served in a similar capacity thereto at the Corporation's request, a witness or participant, other than as a named party, in which an investigation or proceeding, the providing Corporation shall pay to the Indemnified Party on behalf of indemnification the Corporation all out-of-pocket expenses actually and reasonably incurred by the Indemnified Party or Cost Advances would otherwise be discretionaryon the Indemnified Party's behalf in connection therewith.

Cost Advances. (1) Upon and subject to the terms and conditions hereof, the Corporation willincluding Section 2.05, at the request of the Indemnified Party, make Cost Advances in respect of a Proceeding and to the Indemnified Party to the fullest extent permitted by law, on receipt if the Board of Directors of the following: Corporation has determined, in good faith and based on the representations made to the Corporation by the Indemnified Party, that the Indemnified Party is or may to be entitled to indemnity hereunder in respect of any Proceeding, the Corporation will, upon receipt by the Corporation of a written demand by the Indemnified Party, promptly, and in any event, no more than 20 Business Days after receipt by the Corporation of such demand, either make a Cost Advance to the Indemnified Party in the amount specified in such demand or, if the Board of Directors is unwilling to pay that amount or is unable to determine if it is entitled to pay that amount by way of indemnity, make a Cost Advance to the Indemnified Party in an amount sufficient to pay on behalf of or reimburse the Indemnified Party for any Costs incurred or paid by the Indemnified Party in respect to such Proceeding. Each such written demand will include (ai) a statement written affirmation of the Indemnified Party’s good faith belief that the Indemnitees are Indemnified Party is entitled to indemnification hereunder; , together with particulars of the Costs to be covered by the proposed Cost Advance; and (bii) a written undertaking, in form and on terms satisfactory to undertaking by the Corporation acting reasonably, by or on behalf of the Indemnitees Indemnified Party to repay such all Cost Advances if and to the extent that it is ultimately determined by pursuant to a tribunal of competent jurisdiction Final Judgment that the Corporation Indemnified Party is not entitled to indemnification hereunder or that the payment of such Costs is prohibited from paying such Costs; and (c) satisfactory evidence as by applicable law. Such written undertaking to the amount of the Costs requested as repay Cost AdvancesAdvances will be unsecured and no interest will be charged thereon. (2) For greater certainty, subject as hereinafter provided in Section 2.03, it shall not be necessary for the Indemnitees The Indemnified Party will repay to pay such Costs and then seek reimbursement; if the Indemnitees provide satisfactory evidence to the Corporation for direct payment by the Corporation, the Corporation shall make payment to the Indemnitees (or as the Indemnitees may direct) within ten (10) Business Days after the Corporation has received the foregoing information from the Indemnitees. If any portion of the Costs is subject to dispute in accordance with Section 2.03upon demand, the Corporation shall promptly pay the undisputed portion of any Costs. (3) The written certification of any of the Indemnitees, together with a copy of a receipt, or a statement indicating the amount paid or to be paid by the Indemnitees, will constitute satisfactory evidence of any Costs for the purposes of Section 2.02(1). The Corporation shall have the burden of establishing that any Costs it wishes to challenge are not reasonable. (4) It is the intent of the parties hereto that Cost Advances (i) in if and to the event of any change, after the date of this Agreement, in any applicable law which expands the right of the Corporation to indemnify or make Cost Advances to extent that it is determined by a director or officer, Final Judgment that the Indemnified Party shall receive is not entitled to indemnification hereunder or that the greater benefits afforded payment of such Costs is prohibited by such change, applicable law; and (ii) this Agreement be interpreted and enforced so as subject to provide obligatory indemnification and Cost Advances under such circumstances as any right of counterclaim or set forth off in this Agreement, if any, in which favour of the providing of indemnification or Cost Advances would otherwise be discretionaryIndemnified Party.

Cost Advances. (1) Upon and subject to the terms and conditions hereof, the The Corporation will, shall at the request of the Indemnified Party, Party make all Cost Advances in respect of a Proceeding to the Indemnified Party promptly following receipt of such request, to the fullest extent permitted by applicable law, on receipt of . Each such request for Cost Advances by the following: Indemnified Party shall be in writing and shall include: (ai) a statement written affirmation of the Indemnified Party’s good faith belief that the Indemnitees are Indemnified Party is entitled to indemnification or hold harmless obligations hereunder; , together with particulars of the Costs to be covered by the proposed Cost Advance (bfor greater certainty, the Indemnified Party shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize solicitor-client or litigation privilege, provided that the Indemnified Party shall cooperate with the Corporation in good faith to facilitate the sharing of such information and/or documentation that would not jeopardize solicitor-client and/or litigation privilege); and (ii) a written undertaking, in form and on terms satisfactory to undertaking by the Corporation acting reasonably, by or on behalf of the Indemnitees Indemnified Party to repay such all Cost Advances if and to the extent that it is ultimately determined by a tribunal court of competent jurisdiction that the Corporation Indemnified Party is not entitled to indemnification or hold harmless obligations hereunder or that the payment of such Costs is prohibited from paying such Costs; and (c) satisfactory evidence as by applicable law. Such written undertaking to repay Cost Advances shall be accepted without reference to the amount of Indemnified Party’s ability to repay the Costs requested as Cost Advances. (2) , shall be unsecured and no interest shall be charged thereon. For greater certainty, subject as hereinafter provided in Section 2.03, it shall not be necessary for the Indemnitees to pay such Costs and then seek reimbursement; if the Indemnitees provide satisfactory evidence to the Corporation for direct payment by the Corporation, the Corporation shall make payment to the Indemnitees (or as the Indemnitees may direct) within ten (10) Business Days after the Corporation has received the foregoing information from the Indemnitees. If any portion avoidance of the Costs is subject to dispute in accordance with Section 2.03, the Corporation shall promptly pay the undisputed portion of any Costs. (3) The written certification of any of the Indemnitees, together with a copy of a receipt, or a statement indicating the amount paid or to be paid by the Indemnitees, will constitute satisfactory evidence of any Costs for the purposes of Section 2.02(1). The Corporation shall have the burden of establishing that any Costs it wishes to challenge are not reasonable. (4) It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law which expands the right of the Corporation to indemnify or make Cost Advances to a director or officerdoubt, the Indemnified Party shall receive the greater benefits afforded by such change, and (ii) this Agreement be interpreted and enforced so as required to provide obligatory indemnification and repay all Cost Advances under such circumstances as set forth to the extent any are made in connection with any Claim related to the matters contemplated by Section 4 of this Agreement. Notwithstanding any other provision of this Agreement, if anyto the extent that the Indemnified Party is, by reason of the fact that the Indemnified Party is or was a director or officer of the Corporation or of an Other Entity, or serves or served in a similar capacity thereto at the Corporation’s request, a witness or participant, other than as a named party, in which an investigation or proceeding, the providing Corporation shall pay to the Indemnified Party on behalf of indemnification the Corporation all out-of-pocket expenses actually and reasonably incurred by the Indemnified Party or Cost Advances would otherwise be discretionaryon the Indemnified Party’s behalf in connection therewith.