Indemnified Costs Advanced Clause Samples
The "Indemnified Costs Advanced" clause requires one party to pay or reimburse certain costs and expenses on behalf of another party before a final determination of liability is made. In practice, this often means that if a party is sued or incurs legal fees due to actions related to the agreement, the other party must cover those costs as they arise, rather than waiting until the dispute is resolved. This clause ensures that the indemnified party is not financially burdened during ongoing legal proceedings, addressing the problem of cash flow and financial risk while a claim is pending.
Indemnified Costs Advanced. The Indemnified Costs incurred by the Indemnitee in any Proceeding will be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law. The advances to be made will be paid by the Company to the Indemnitee within 30 days following delivery of the written request by Indemnitee to the Company, accompanied by substantiated documentation.
Indemnified Costs Advanced. The Indemnified Costs incurred by the Indemnitee in any Proceeding will be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law, if the Indemnitee shall undertake to repay such amount to the extent that it is ultimately determined by a court that Indemnitee is not entitled to be indemnified by the Company and shall furnish the Company a written affirmation of the Indemnitee’s good faith belief that the Indemnitee is entitled to be indemnified by the Company under this Agreement. Such advances shall be made by the Company without regard to Indemnitee’s ability to repay such expenses. The advances to be made will be paid by the Company to the Indemnitee within 30 days following delivery of the written request by Indemnitee to the Company, accompanied by substantiated documentation.
Indemnified Costs Advanced. The Indemnified Costs incurred by the Indemnitee in any Proceeding will be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law. The advances to be made will be paid, or caused to be paid, by the Company to the Indemnitee within 30 days following delivery of the written request by Indemnitee to the Company, accompanied by substantiating documentation. Notwithstanding the foregoing, no advance shall be made by the Company if a determination is reasonably and promptly made by a majority vote of those directors who are not parties to such action, suit or proceeding, or, if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, that, based upon the facts known to such directors or counsel at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his conduct was unlawful.