Common use of Indemnification and Advance Payment of Expenses Clause in Contracts

Indemnification and Advance Payment of Expenses. Any and all Expenses and any and all expenses referred to in Section 2(c) shall be paid by the Company promptly as they are incurred by Indemnitee (any such payment of expenses by the Company is hereinafter referred to as an "Expense Advance"). Indemnitee shall be obligated, and hereby agrees, to repay the amount of Expenses so paid only to the extent that it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or violate the law or undertaken with reckless disregard for the best interests of the Company. Indemnitee hereby further agrees to cooperate reasonably with the Company concerning any Claim.

Indemnification and Advance Payment of Expenses. Any and all Expenses and any and all expenses referred to in Section 2(c) shall be paid by the Company promptly as they are incurred by Indemnitee (any such payment of expenses by the Company is as hereinafter referred to as an "“Expense Advance"”). Indemnitee shall be obligated, and hereby agrees, to repay the amount of Expenses so paid only to the extent that it is proved by clear and convincing evidence in a court of competent jurisdiction that his Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or violate the law or undertaken with reckless disregard for the best interests of the Company. Indemnitee hereby further agrees to reasonably cooperate reasonably with the Company concerning any Claim.