Expenses; Advances Sample Clauses

Expenses; Advances. Subject to Section 3.18, to the fullest extent permitted by applicable law, the Company may, in the sole discretion of the Board, from time to time, advance the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by the Manager and a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding (whether civil, criminal, administrative, investigative or otherwise) that may be subject to a right of indemnification hereunder as such expenses are incurred by the Manager or such Covered Person and prior to the final disposition thereof upon receipt by the Company of a written undertaking by or on behalf of such Manager or Covered Person to repay such amount to the extent that it shall be determined that the Manager or such Covered Person is not entitled to be indemnified as authorized in Section 3.18 hereof.

Expenses; Advances. (a) Except as otherwise provided in this Agreement or in any of the agreements described in and approved in accordance with the terms of this Agreement and except for any costs to be borne by any third party under any agreement with the Company, the Company shall be responsible for paying, and shall pay, all direct costs and expenses related to the organization, operation or liquidation of the Company. If any such costs and expenses are or have been paid by any Member or any Affiliate of a Member, such Member shall be entitled to be reimbursed for such payment so long as such payment is reasonably necessary for Company organization, business or operations, such Member provides the Company with appropriate documentation evidencing such costs or expenses, and the Managers approve such payment. (b) If OpBiz receives the Xxxxxxx Money Deposit (as defined in the Purchase Agreement), the Company will cause (directly or indirectly) OpBiz to distribute such amount to MezzCo and will cause (directly or indirectly) MezzCo to distribute such amount to EquityCo and will cause EquityCo to distribute such amount to its members as provided in the EquityCo Operating Agreement. The Company shall pay any amounts received by it in respect of the Xxxxxxx Money Deposit to the Equity Members (or their Affiliates) pro rata in proportion to the respective amounts advanced (plus accrued interest thereon) by the Equity Members or their Affiliates to fund the Xxxxxxx Money Deposit.

Expenses; Advances. Subject to the Company’s indemnification obligations, whether in this Agreement or any other, to the fullest extent permitted by applicable law, the Company shall pay the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by a Covered Person in defense or settlement of any claim, demand, action, suit or proceeding (whether civil, criminal, administrative, investigative or otherwise) that may be subject to a right of indemnification hereunder as such expenses are incurred by such Covered Person and prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount to the extent that it shall be determined by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified hereunder.

Expenses; Advances. Subject to applicable law, the Corporation will, upon request by the Indemnified Party, make advances (“Expenses Advances”) to the Indemnified Party of all Expenses for which the Indemnified Party seeks indemnification under this Agreement before the final disposition of the relevant Proceeding. In connection with such requests, the Indemnified Party will provide the Corporation with a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party is legally entitled to indemnification in accordance with this Agreement, along with sufficient particulars of the Expenses to be covered by the proposed Expenses Advance to enable the Corporation to make an assessment of its reasonableness. The Indemnified Party’s entitlement to such Expenses Advance pursuant to this Section 11 will include those Expenses incurred in connection with any Proceeding by the Indemnified Party against the Corporation seeking an adjudication or award pursuant to this Agreement. The Corporation will make payment to the Indemnified Party within 10 days after the Corporation has received the foregoing information from the Indemnified Party. All Expenses Advances for which indemnification is sought must relate to Expenses anticipated within a reasonable time of the request. The Indemnified Party will repay to the Corporation all Expenses Advances not actually required and will repay all Expenses Advances if it is determined by a court of competent jurisdiction that the conditions of Section 3 are not met. The Indemnified Party will provide a written undertaking to the Corporation confirming the Indemnified Party’s obligations under the preceding sentence as a condition to receiving an Expenses Advance.

Expenses; Advances. To the fullest extent permitted by applicable law, the Company (a) shall, in the case of the Partners Group Members, the Advisor Member, the Management Members (in their capacity as such), the Managers, and any other C-Suite level officers in his or her respective capacity as such, and (b) may, in the discretion of the Board, in the case of any other Covered Person, from time to time advance expenses (including reasonable legal fees) incurred by any such Persons in defending any claim, demand, action, suit or proceeding for which indemnification is available under Section 7.3 prior to the final disposition of such claim, demand, action, suit or proceeding, in each case, subject to the Company’s receipt of (i) a written affirmation by such Covered Person of such Covered Person’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 7.3(a), has been met and (ii) a written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it shall ultimately be determined that such Covered Person is not entitled to be indemnified hereunder; provided, that the Company shall not be required to advance expenses under this Article 7 to any Covered Person relating to any proceeding or claim brought by such Covered Person (or any of its Permitted Transferees) against the Company or any of its Subsidiaries.

Expenses; Advances. To the fullest extent permitted by law, the Company shall from time to time advance expenses (including, without limitation, reasonable attorneys’ fees), incurred by a Covered Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified by the Company.” Any provisions in the Operating Agreement that are in conflict with the terms of this Amendment are hereby deemed to be no longer in effect and the terms of the Amendment shall control. Any provisions in the Operating Agreement that are not revised in the Amendment shall survive, unchanged, as set forth in the Operating Agreement. The invalidity or unenforceability of any provision of the Amendment shall not affect the validity or enforceability of the remainder of this Amendment or the Operating Agreement.