Expense Advancement. With respect to the reasonable expenses incurred by an Indemnified Person who is a party to a Proceeding, the Company may provide funds to such Person (and, in the case of a Member, to the shareholders, directors, officers, partners, members, employees, Affiliates and agents of such Person) in advance of the final disposition of the Proceeding if [a] such Person furnishes the Company with such Person’s written affirmation of a good-faith belief that it has met the standard of conduct described in Section 9.1, [b] such Person agrees in writing to repay the advance if it is determined that it has not met such standard of conduct and [c] the Company determines that, based on then known facts, indemnification is permissible under this Article.
Expense Advancement. With respect to the reasonable expenses incurred by a Member when such Member is a party to a Proceeding, the Company will provide funds to such Member in advance of the final disposition of the Proceeding if [a] in the case of the GCI Member, the GCI Member furnishes the Company with the GCI Member’s written affirmation of a good faith belief that it has met the Standard of Care and in the case of the ACS Member, the ACS Member furnishes the Company with the ACS Member’s written affirmation of a good faith belief that it has not breached the implied contractual covenant of good faith and fair dealing, and [b] in the case of the GCI Member, the GCI Member agrees in writing to repay the advance if it is determined in an arbitration under the Arbitration Agreement that it has not met the Standard of Care, and in the case of the ACS Member, the ACS Member agrees in writing to repay the advance if it is determined in an arbitration under the Arbitration Agreement that it has breached the implied contractual covenant of good faith and fair dealing.
Expense Advancement. With respect to the reasonable expenses ------------------- incurred by a Member who is a party to a Proceeding, the Company may provide funds to such Person in advance of the final disposition of the Proceeding if [a] the Member furnishes the Company with such Person's written affirmation of a good-faith belief that it has met the standard of conduct described in 9.1, [b] the Member agrees in writing to repay the advance (with simple interest at the Prime Rate) if it is determined that it has not met such standard of conduct and [c] the Company determines that, based on then known facts, indemnification is permissible under this Article.
Expense Advancement. With respect to the expenses actually and reasonably incurred by a Member or Manager who is a party to a Proceeding, the Company shall provide funds to such Person in advance of the final disposition of the Proceeding if the Person furnishes the Company with such Person's written affirmation of a good-faith belief that such Person has met the standard of conduct described in the Act, and such Person agrees in writing to repay the advance if it is subsequently determined that such Person has not met such standard of conduct.
Expense Advancement. Except as limited by law or the provisions of this Article VII, expenses incurred by a Covered Person in defending any proceeding, including a proceeding by or in the right of the Company, shall be paid by the Company to the Covered Person as promptly as reasonably practicable in advance of final disposition of the proceeding. The Managing Member may in its sole discretion require that such Indemnified Party execute a written undertaking to repay the amount of any advance if the Covered Person is determined pursuant to this Article VII or adjudicated to be ineligible for indemnification. Any such undertaking by a Covered Person shall be an unlimited general obligation of the Covered Person, need not be secured and may be accepted without regard to the financial ability of the Covered Person to make repayment. No advance payment of expenses shall be made if it is determined pursuant to Section 7.5 on the basis of the circumstances known at the time (without further investigation) that the Covered Person is ineligible for indemnification.
Expense Advancement. With respect to the expenses actually and reasonably incurred by a current or former Member or agent or representative thereof or by a current or former Manager, officer, employee or agent of the Company who is a party or is threatened to be made a party to a Proceeding, the Company shall provide funds to such Person in advance of the final disposition of the Proceeding if the Person agrees in writing to repay the advance if it is subsequently determined that such Person was not entitled to indemnification.
Expense Advancement. Sites shall be provided with a procurement card which shall authorize them to purchase materials for the Express program.
Expense Advancement. With respect to the reasonable expenses incurred by a Person entitled to indemnification under Section 10.2 in connection with a Proceeding, and unless the Section 10.3 exception applies, the Company will advance funds to such Person in advance of the final disposition of the Proceeding if the Person furnishes the Company with such Person’s written affirmation of a good-faith belief that he or she is entitled to be indemnified against such expenses under Section 10.2 and the Person agrees in writing to repay the advance if it is subsequently determined that he or she is not entitled to be so indemnified.
Expense Advancement. With respect to the expenses actually and reasonably incurred by a Member or Manager who is a party to a Proceeding, the Company shall provide funds to such Person in advance of the final disposition of the Proceeding if the Person furnishes the Company with such Person’s written affirmation of a good-faith belief that such Person has met the standard of conduct described in the Act, and such Person agrees in writing to repay the advance if it is subsequently determined that such Person has not met such standard of conduct.
Expense Advancement. With respect to the reasonable expenses incurred by a Member or Manager who is a party to a Proceeding and unless the Section 11.2 exception applies, the Company may provide funds to such Person in advance of the final disposition of the Proceeding if such Person furnishes the Company with his or her written affirmation of a good-faith belief that he or she has met the standard of conduct described in Section 11.1, and such Person agrees in writing to repay the advance if it is subsequently determined that he or she has not met such standard of conduct.
