Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 7 contracts
Samples: Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.), Merger Agreement (Holly Corp)
Expenses Payable in Advance. Expenses incurred by a director an officer or officer Representative in defending a civil or investigating a threatened or pending criminal action, suit or proceeding shall may be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director the Representative or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation Company as authorized in this Article VIIIXVIII. Such expenses incurred by other employees and agents shall be so paid upon such terms and conditions, if any, as the Management Committee deems appropriate.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 3 contracts
Samples: Merger Agreement (Bell Atlantic Corp), Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall can ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motivepower Industries Inc), Agreement and Plan of Merger (Westinghouse Air Brake Co /De/)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director the director, officer or officer employee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation corporation as authorized in this Article VIIIVI.
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such present or former director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.X.
Appears in 2 contracts
Samples: Merger Agreement (BAE Systems, Inc.), Merger Agreement (Bae Systems PLC)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIIIIX.
Appears in 2 contracts
Samples: Merger Agreement (Knight Capital Group, Inc.), Merger Agreement (GETCO Holding Company, LLC)
Expenses Payable in Advance. Expenses incurred by a --------- --------------------------- director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking under- taking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 2 contracts
Samples: Merger Agreement (Turner Paul H), Merger Agreement (Simons Stephen W)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIIIIX.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pinnacle Holdings Inc)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article ARTICLE VIII.
Appears in 1 contract
Samples: By Laws (McKesson Corp)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 1 contract
Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a current or former director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall shall, to the extent permitted by law, be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 1 contract
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director the director, officer, employee or officer agent to repay such amount if unless it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 1 contract
Samples: By Laws (Homebase Acquisition, LLC)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIIIIV.
Appears in 1 contract
Samples: Merger Agreement (Allied Riser Communications Corp)
Expenses Payable in Advance. Expenses incurred by a --------- --------------------------- director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking under taking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 1 contract
Samples: By Laws (Armkel LLC)
Expenses Payable in Advance. Expenses incurred by a --------------------------- director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Expenses Payable in Advance. Expenses incurred by a director Member, Manager or officer of the Company in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director Member, Manager or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation Company as authorized in by this Article VIII.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Black Ridge Oil & Gas, Inc.)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIIIXIII.
Appears in 1 contract
Samples: By Laws (Coleman Co Inc)
Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation corporation as authorized in this Article VIIIVI.
Appears in 1 contract
Samples: Merger Agreement (Electro Pulse Technologies Commercial Inc)
Expenses Payable in Advance. Expenses incurred by a director manager or officer in defending or investigating a threatened or pending action, suit or proceeding shall may be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director manager or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation Company as authorized in this Article VIIISection.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (St Louis Riverboat Entertainment Inc)
Expenses Payable in Advance. Expenses incurred by a current or former director or officer in defending any civil, criminal, administrative or investigating a threatened or pending investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Article VIIIVI. Any disagreement concerning the foregoing expense advance ment provisions shall be resolved in a summary proceeding as expeditiously as possible.
Appears in 1 contract
Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.X.
Appears in 1 contract
Samples: Plan of Merger (Edmonds 5 Inc.)
Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding against any director, officer, employee or agent shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director the director, officer, employee or officer agent to repay such amount if it shall ultimately be determined that he the person is not entitled to be indemnified by the Corporation Company as authorized in this Article VIII6.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Triad of Oregon, LLC)
