Expenses Payable in Advance. Expenses, including without limitation attorneys’ fees, incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding to which such person is a party or is threatened to be made a party or otherwise involved as a witness or otherwise by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, 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 current or former 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 VII or otherwise.
Appears in 8 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Agreement and Plan of Merger (TradeUP Acquisition Corp.)
Expenses Payable in Advance. Expenses, including without limitation attorneys’ fees, incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding to which such person is a party or is threatened to be made a party or otherwise involved as a witness or otherwise otherwise, by reason of the fact that such person is or was a director or officer of the Corporationcorporation, or, while a director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, 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 current or former 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 VII V or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.), Lock Up Agreement (Cleantech Acquisition Corp.)