Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication of advances made as described above), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal thereof.
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Samples: Indemnification Agreement (U.S. Auto Parts Network, Inc.)
Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance Indemnitee all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with a Claim on the date on which such Expenses butamounts are first payable (“Time of Indebtness”), and with respect to items mentioned in the case Section 1(ii) or 1(iii) above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause a written request therefor by Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to timeCompany, whether prior to or after final disposition of any Proceeding. Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability Indemnitee undertaking to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the such advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shallif it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that you are not entitled to such request indemnification. Advances given to cover litigation expenses in accordance with Section 1(ii) above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (but without duplication 30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section 1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances made as described above)will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnification. As part of the aforementioned undertaking, (a) pay such Expenses on behalf of Indemnitee, (b) advance the Company will make available to Indemnitee funds any security or guarantee that Indemnitee may be required to post in accordance with an amount sufficient to pay such Expenses, interim decision given by a court or (c) reimburse Indemnitee for such Expenses. The right to advances under this section shall in all events continue until final disposition of any Proceedingan arbitrator, including any appeal thereoffor the purpose of substituting liens imposed on Indemnitee’s assets.
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Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance Indemnitee all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with a Claim on the date on which such Expenses butamounts are first payable (“Time of Indebtedness”), and with respect to items mentioned in the case Section 1(ii) or 1(iii) above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause a written request therefor by Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to timeCompany, whether prior to or after final disposition of any Proceeding. Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability Indemnitee undertaking to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the such advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shallif it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that Indemnitee is not entitled to such request indemnification. Advances given to cover litigation expenses in accordance with Section 1(ii) above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or if a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (but without duplication 30) days as of the court’s decision. Advances given to cover litigation expenses in accordance with Section 1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances made as described above)will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnification. As part of the aforementioned undertaking, (a) pay such Expenses on behalf of Indemnitee, (b) advance the Company will make available to Indemnitee funds any security or guarantee that Indemnitee may be required to post in accordance with an amount sufficient to pay such Expenses, interim decision given by a court or (c) reimburse Indemnitee for such Expenses. The right to advances under this section shall in all events continue until final disposition of any Proceedingan arbitrator, including any appeal thereoffor the purpose of substituting liens imposed on Indemnitee’s assets.
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Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance Indemnitee all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with a Claim on the date on which such Expenses butamounts are first payable ("Time of Indebtness"), and with respect to items mentioned in the case Section 1.1, 1.3 or 1.4 above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause a written request therefor by Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to timeCompany, whether prior to or after final disposition of any Proceeding. Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability Indemnitee undertaking to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the such advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shallif it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that the Indemnitee is not entitled to such request indemnification. Advances given to cover litigation expenses in accordance with Section 1.2 above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (but without duplication 30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section 1.3 above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court's decision. Other advances made will be repaid by Indemnitee to the Company if it is determined by a competent court, the applicable governmental authority or the Company, at the advise of its legal counsel, that Indemnitee is not entitled to such indemnification, within thirty (30) days as described above)of such decision. As part of the aforementioned undertaking, (a) pay such Expenses on behalf of Indemnitee, (b) advance the Company will make available to Indemnitee funds any security or guarantee that Indemnitee may be required to post in accordance with an amount sufficient to pay such Expenses, interim decision given by a court or (c) reimburse Indemnitee for such Expenses. The right to advances under this section shall in all events continue until final disposition of any Proceedingan arbitrator, including any appeal thereoffor the purpose of substituting liens imposed on Indemnitee's assets. Such security or guarantee amount to be deemed included within the Maximum Cumulative Indemnification, for as long as it is outstanding.
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Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance pay Indemnitee all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement Expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with a Claim with respect to which Indemnitee is entitled to be indemnified under Sections 1-2 above, on the date on which such Expenses butamounts are first payable (“Time of Indebtness”), and with respect to items mentioned in the case of invoices in connection with legal servicesSection 1(ii) above, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to time, whether even prior to or after final disposition of any Proceeding. Indemnitee a court decision, provided, however, that such payments shall have the right to advancement be made by the Company prior directly to the final adjudication Indemnitee’s legal or other applicable advisors, as soon as practicable but in any event no later than fifteen (15) days after following delivery of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred a written request therefor by Indemnitee or which to the Company. Any such payment shall be deemed to constitute indemnification hereunder. Advances given to cover legal expenses in criminal proceedings will be repaid by Indemnitee determines are reasonably likely to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent (mens rea). Other advances will be paid or incurred promptly repaid by Indemnitee to the Company if it is determined by the Company, based on advice from its legal counsel, that Indemnitee is not entitled to such payments. In the event that Indemnitee disputes the Company’s determination, Indemnitee’s obligation to repay the Company shall be postponed until such dispute is resolved in a manner that is final and unappealable. Indemnitee’s right obligation to such advancement is not repay to the Company for any Expenses or other sums paid hereunder shall be deemed a loan given to Indemnitee by the Company subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Without limiting the generality or effect minimum interest rate prescribed by Section 3(9) of the foregoingIncome Tax Ordinance [New Version], within thirty days after 1961, or any request by Indemniteeother legislation replacing it, which is not considered a taxable benefit. As part of the aforementioned undertaking, the Company shall, will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with such request (but without duplication of advances made as described above), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, interim decision given by a court or (c) reimburse Indemnitee for such Expenses. The right to advances under this section shall in all events continue until final disposition of any Proceedingan arbitrator, including any appeal thereoffor the purpose of substituting liens imposed on Indemnitee’s assets.
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Samples: Release and Indemnification Agreement (Vascular Biogenics Ltd.)
Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses butthe investigation, in the case of invoices in connection with legal servicesdefense, any references to legal work performed settlement or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the statement) from time to time, whether prior to or after final disposition appeal of any Proceedingcivil or criminal action, suit or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s 's right to such advancement is not subject to the satisfaction of any standard of conduct. Advances conduct and such advances shall be made without regard to Indemnitee’s ability to repay unsecured and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimedinterest free. Without limiting the generality or effect of the foregoing, within thirty 30 days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication of advances made as described aboveduplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. 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. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The right Indemnitee shall qualify for advances upon the execution and delivery to advances under the Company of this section Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent permitted by law to repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. Expenses shall include all events continue until final disposition reasonable attorney's fees, retainers, court costs, transcript costs, fees of any experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, including on appeal, including without limitation the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal thereofbond or its equivalent.
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