Common use of Expenses Payable in Advance Clause in Contracts

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 5 contracts

Samples: Business Combination Agreement (ITHAX Acquisition Corp.), Registration Rights Agreement (Broadscale Acquisition Corp.), Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)

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Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IXVIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 4 contracts

Samples: Business Combination Agreement (FinTech Acquisition Corp. IV), Agreement and Plan of Merger (SWIFT TRANSPORTATION Co), Agreement and Plan of Merger (Knight Transportation Inc)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director Director or officer Officer in defending any civil, criminal, administrative or investigative 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 Director or officer Officer to repay such amount if it shall ultimately be determined that such person Covered Person is not entitled to be indemnified by the Corporation Company as authorized in this Article IXSection 3.14. Such expenses (including attorneys’ fees) incurred by former directors Directors and officers Officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation Company deems appropriate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Phillips 66), Limited Liability Company Agreement (Spectra Energy Corp.)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation corporation as authorized in this Article IXVIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation corporation deems appropriate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orbitz Worldwide, Inc.), Agreement and Plan of Merger (Expedia, Inc.)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director Director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or suitor proceeding upon receipt of an undertaking by or on behalf of such director Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. V. Such expenses (including attorneys’ fees) incurred by former directors Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duke Energy CORP)

Expenses Payable in Advance. Expenses Subject to Section 9.11, expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BowX Acquisition Corp.)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall must 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 is ultimately be determined that such person director or officer is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Woodward, Inc.)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IXVII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

Expenses Payable in Advance. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IXVIII. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.. Section 8.7

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Bioclinica Inc)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a present or former director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IXVIII. Such expenses (including attorneys’ fees) incurred by employees and agents (other than present and former directors and officers or other employees and agents officers) may be so paid upon such additional terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)

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Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director Director or officer Officer in defending any civil, criminal, administrative or investigative 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 Director or officer Officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation Company as authorized in this Article IX. X. Such expenses (including attorneys’ fees) incurred by former directors Directors and officers Officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation Company deems appropriate.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Duke Energy Indiana, LLC)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation corporation as authorized in this Article IXARTICLE VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)

Expenses Payable in Advance. Expenses (including attorneys' fees) incurred by a director Director or officer in defending any civil, criminal, administrative or 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 Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. V. Such expenses (including attorneys' fees) incurred by former directors Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duke Energy Corp)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation as authorized in this Article IXVIII. Such \ expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or 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 such person is not entitled to be indemnified by the Corporation corporation as authorized in this Article IXVI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation corporation deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digitalglobe, Inc.)

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