Common use of Expense Advances Clause in Contracts

Expense Advances. If so requested by the Director, the Company shall advance the reasonable Expenses incurred by the Director in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director for any Expenses incurred in a Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (i) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of the Director furnishing the Company a request of such advance or advances, and: (a) a written affirmation, personally signed by or on behalf of the Director, of his good faith belief that he is not liable for (i) a breach of his duty of loyalty to the Company or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions to the Company’s shareholders and that he is entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested by the Company, a written opinion of counsel for the Director in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director to repay any advances, if a judgment or final adjudication adverse to the Director establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of the Company to the Director hereunder and shall in no event be deemed a personal loan.

Expense Advances. If so requested by the DirectorOfficer, the Company shall advance the reasonable Expenses incurred by the Director Officer in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director Officer for any Expenses incurred in a Proceeding initiated by or on behalf of the Director Officer or to which the Director Officer voluntarily becomes a party unless (i) the Company has joined in or the board Board of directors Directors of the Company has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of the Director Officer furnishing the Company a request of such advance or advances, and: (a) a written affirmation, personally signed by or on behalf of the DirectorOfficer, of his good faith belief that he is not liable for (i) a breach of his duty of loyalty to the Company or its shareholders, or (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions to the Company’s shareholders and that he is entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested by the Company, a written opinion of counsel for the Director Officer in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director Officer will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the DirectorOfficer, which need not be secured), personally signed by or on behalf of the Director Officer to repay any advances, if a judgment or final adjudication adverse to the Director Officer establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of the Company to the Director Officer hereunder and shall in no event be deemed a personal loan.

Expense Advances. If (a) Subject to Section 10 hereof, if so requested by the Director, Officer the Company shall advance the reasonable Expenses incurred by the Director Officer (which, for the avoidance of doubt, need not have already been paid by the Officer) in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director Officer for any Expenses incurred in a Proceeding initiated by or on behalf of the Director Officer or to which the Director Officer voluntarily becomes a party unless (i) the Company has joined in or the board of directors Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rightsrights in connection with any other Proceeding in which the Officer actually incurs Liabilities or Expenses by reason of (or arising in part out of) an Indemnifiable Event; or (iii) otherwise required under the Proceeding is instituted after a Change in Control. Act. (b) Subject to Section 10 hereof, Expense advancements shall be provided within thirty (30) calendar 60 days of the Director Officer furnishing the Company a request of for such advance or advances, and: : (ai) a written affirmation, personally signed by or on behalf of the DirectorOfficer, of his or her good faith belief that (A) he or she conducted himself or herself in good faith and in the reasonable belief that his or her conduct was (x) in the Company’s best interests if the Officer was acting in his or her official capacity as an officer of the Company, or (y) in all other cases, not opposed to the Company’s best interests, and in the case of a criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful and (B) he or she is not liable for (i) a breach profits made from the purchase or sale by the Officer of his duty securities of loyalty the Company pursuant to the Company provisions of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) or its shareholders, any similar provisions of any federal or state statutes or regulations; and (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions to the Company’s shareholders and that he is entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested by the Company, a written opinion of counsel for the Director in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the DirectorOfficer, which need not be secured), personally signed by or on behalf of the Director Officer to repay any advances, if a judgment or final adjudication adverse it is ultimately determined that the Officer is not entitled to indemnification by the Director establishes his liability contrary Company in respect of such Proceeding. (c) All Expense advances pursuant to his affirmation. Such advances this Section 3 are deemed to be an obligation of the Company to the Director Officer hereunder and shall in no event be deemed a personal loan.

Expense Advances. If so requested by the DirectorSubject to Section 5(b), Ixxxxxxxxx shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in his or her defense. In selecting counsel, experts, and consultants, the Company Indemnitee shall advance consider whether his or her interests reasonably permit him or her to retain such persons along with other indemnitees; provided, however, that this Agreement shall not require such joint retentions. In the reasonable Expenses incurred by the Director in event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses shall, prior to the Director for final disposition of a Proceeding, advance to Indemnitee any and all Expenses incurred in a connection with such Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (ian “Expense Advance”) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of after the Director furnishing receipt by the Company of a written request of for such advance or advances, and: (a) advances from time to time. Such written request shall include or be accompanied by a written affirmation, personally signed statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Director, of his good faith belief that he Indemnitee and for which advancement is not liable requested. The Indemnitee shall qualify for (i) a breach of his duty of loyalty such Expense Advances upon the execution and delivery to the Company or its shareholders, (ii) any acts or omissions not in good faith or of this Agreement which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions shall constitute an undertaking providing that the Indemnitee undertakes to repay such Expense Advances if and to the Company’s shareholders and extent that he it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested be indemnified by the Company, a written opinion of counsel for the Director in the Proceeding . Indemnitee’s obligation to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director to repay any advances, if a judgment or final adjudication adverse to the Director establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to the Director hereunder and shall in no event be deemed a personal loanany claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. If (a) Subject to Section 10 hereof, if so requested by the Director, Director the Company shall advance the reasonable Expenses incurred by the Director (which, for the avoidance of doubt, need not have been already paid by the Director) in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director for any Expenses incurred in a Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (i) the Company has joined in or the board of directors Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rightsrights in connection with any other Proceeding in which the Director actually incurs Liabilities or Expenses by reason of (or arising in part out of) an Indemnifiable Event; or (iii) otherwise required under the Proceeding is instituted after a Change in Control. Act. (b) Subject to Section 10 hereof, Expense advancements shall be provided within thirty (30) calendar 60 days of the Director furnishing the Company a request of for such advance or advances, and: : (ai) a written affirmation, personally signed by or on behalf of the Director, of his or her good faith belief that he or she (A) is not liable (I) for (i) a breach of his or her duty of loyalty to the Company or its shareholders, (iiII) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iiiIII) for any unlawful distributions to the Company’s shareholders shareholders, (IV) for profits made from the purchase or sale by the Director of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any similar provisions of any federal or state statutes or regulations, or (V) in respect of any Proceeding charging improper personal benefit to the Director, on the basis that personal benefit was improperly received by the Director, and that he (B) is entitled to advancement of Expenses under the terms of this Agreement; and and (b) if requested by the Company, a written opinion of counsel for the Director in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (cii) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director Director, to repay any advances, if a judgment or final adjudication adverse to it is ultimately determined that the Director establishes his liability contrary is not entitled to his affirmation. Such indemnification by the Company in respect of such Proceeding. (c) All Expense advances pursuant to this Section 3 are deemed to be an obligation of the Company to the Director hereunder and shall in no event be deemed a personal loan.

Expense Advances. If so requested by Subject to Section 5(b), Xxxxxxxxxx shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in his or her defense. In selecting counsel, experts and consultants, Xxxxxxxxxx shall consider whether his or her interests reasonably permit him or her to retain such persons along with other indemnitees; provided, however, that this Agreement shall not require such joint retentions. In the Directorevent Indemnitee was, the Company shall advance the reasonable Expenses incurred by the Director in is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses shall, prior to the Director for final disposition of a Proceeding, advance to Indemnitee any and all Expenses incurred in a connection with such Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (ian “Expense Advance”) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of after the Director furnishing receipt by the Company of a written request of for such advance or advances, and: (a) advances from time to time. Such written request shall include or be accompanied by a written affirmation, personally signed statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Director, of his good faith belief that he Indemnitee and for which advancement is not liable requested. The Indemnitee shall qualify for (i) a breach of his duty of loyalty such Expense Advances upon the execution and delivery to the Company or its shareholders, (ii) any acts or omissions not in good faith or of this Agreement which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions shall constitute an undertaking providing that the Indemnitee undertakes to repay such Expense Advances if and to the Company’s shareholders and extent that he it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested be indemnified by the Company, a written opinion of counsel for the Director in the Proceeding . Indemnitee’s obligation to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director to repay any advances, if a judgment or final adjudication adverse to the Director establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to the Director hereunder and shall in no event be deemed a personal loanany claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. If so requested by the Director, the Company shall advance the reasonable Expenses incurred by the Director in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director for any Expenses incurred in a Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (i) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of the Director furnishing the Company a request of such advance or advances, and: (a) a written affirmation, personally signed by or on behalf of the Director, of his good faith belief that he is not liable for (i) a breach of his duty of loyalty to the Company or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions to the Company’s shareholders and that he is entitled to advancement of Expenses under the terms of this Agreement; and (b) if requested by the Company, a written opinion of counsel for the Director in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director to repay any advances, if a judgment or final adjudication adverse to the Director establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of the Company to the Director hereunder and shall in no event be deemed a personal loan.