Common use of Interval Protection Against Premature Enforcement Clause in Contracts

Interval Protection Against Premature Enforcement. During the interval between the Company’s receipt of Indemnitee’s request for indemnification and the latest to occur of (a) payment in full to Indemnitee of the indemnification to which he is entitled hereunder, or (b) a determination (if required) pursuant to Section 4(a) hereof or a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof (if Indemnitee elects to seek such an adjudication or arbitration) that Indemnitee is not entitled to indemnification hereunder, the Company shall provide “Interval Protection” which, for purposes of this Agreement, shall mean the taking of the necessary steps (whether or not such steps require expenditures to be made by the Company at that time) to stay, pending a final determination of Indemnitee’s entitlement to indemnification (and, if Indemnitee is so entitled, the payment thereof), the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunder) in order to avoid Indemnitee being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the procurement of a surety bond to achieve such stay or the loan to Indemnitee of amounts necessary to satisfy the judgments, penalties, fines or other amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Board of Directors by its approval of the form of the Indemnification Agreement (as hereinafter defined) having made the judgment that, in general, such loan or similar assistance may reasonably be expected to benefit the Company), within three days after receipt of Indemnitee’s written request therefor, together with a written undertaking by Indemnitee to repay, no later than 90 days following receipt of a statement therefor from the Company, amounts (if any) expended by the Company for such purpose, if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof, if Indemnitee elects to seek such an adjudication or arbitration, and otherwise in a determination (if required) pursuant to Section 4(a) hereof) that Indemnitee is not entitled to be indemnified against such judgments, penalties, fines or other amounts, provided that in no event shall the Company pay the amount of any such judgment, penalty, fine or other amount except pursuant to Section 2, 4 (if applicable) or 6 hereof.

Interval Protection Against Premature Enforcement. The Company and the Indemnitee agree that any Interval Protection (as defined below) provided for in this Section 9 is an Expense (as defined below). During the interval between the Company’s 's receipt of Indemnitee’s 's request for indemnification and the latest to occur of (a) payment in full to Indemnitee of the indemnification to which he Indemnitee is entitled hereunderentitled, or (b) a determination (if required) pursuant to Section 4(a) hereof 10 or a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof 12 (if Indemnitee elects to seek such an adjudication or arbitration) that Indemnitee is not entitled to indemnification hereunderindemnification, the Company shall provide “"Interval Protection” " which, for purposes of this Agreement, shall mean the taking of the necessary steps (whether or not such the steps require expenditures to be made by the Company at that time) to stay, pending a final determination of Indemnitee’s 's entitlement to indemnification (and, if Indemnitee is so entitled), the payment thereof)payment, the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunderindemnification) in order to avoid Indemnitee Indemnitee's being or becoming in default with respect to any such amounts (such the necessary steps to include, but not be limited to, the procurement of a surety bond to achieve such a stay or the loan to Indemnitee of amounts necessary to satisfy the judgments, penalties, fines or other amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Board of Directors by its approval of the form of the Indemnification this Agreement (as hereinafter defined) having made the judgment that, in general, such the loan or similar assistance may reasonably be expected to benefit the Company), within three days after receipt of Indemnitee’s 's written request thereforrequest, together with a written undertaking by Indemnitee to repay, no later than 90 days following receipt of a statement therefor from the Company, amounts (if any) expended by the Company for such that purpose, if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof12, if Indemnitee elects to seek such an adjudication or arbitration, and otherwise in a determination (if required) pursuant to Section 4(a) hereof10) that Indemnitee is not entitled to be indemnified against such the judgments, penalties, fines or other amounts, provided that in no event shall the Company pay the amount of any such judgment, penalty, fine or other amount except pursuant to Section 2, 4 3, 5 or 13 (if applicable) or 6 hereof).

Interval Protection Against Premature Enforcement. During the interval between the Company’s Companies' receipt of Indemnitee’s INDEMNITEE's request for indemnification and the latest to occur of (a) payment in full to Indemnitee INDEMNITEE of the indemnification to which he or she is entitled hereunder, or (b) a determination (if required) pursuant to Section 4(a) hereof or a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof (if Indemnitee INDEMNITEE elects to seek such an adjudication or arbitration) that Indemnitee INDEMNITEE is not entitled to indemnification hereunderhereunder (or, if INDEMNITEE has sought indemnification in his or her capacity as a Representative, a final judicial determination of willful misconduct in the matter giving rise to the Proceeding as to which he or she is seeking indemnification), the Company Companies shall provide “"Interval Protection” " which, for purposes of this Agreement, shall mean the taking of the necessary steps (whether or not such steps require expenditures to be made by the Company Companies at that time) to stay, pending a final determination of Indemnitee’s INDEMNITEE's entitlement to indemnification (and, if Indemnitee INDEMNITEE is so entitled, the payment thereof), the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee INDEMNITEE may be liable (and as to which Indemnitee INDEMNITEE has requested indemnification hereunder) in order to avoid Indemnitee INDEMNITEE's being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the procurement of a surety bond to achieve such stay or the loan to Indemnitee INDEMNITEE of amounts necessary to satisfy the judgments, penalties, fines or other amounts for which Indemnitee INDEMNITEE may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Board Boards of Directors by its their approval of the form of the Indemnification Agreement (as hereinafter defined) having made the judgment that, in general, such loan or similar assistance may reasonably be expected to benefit the CompanyCompanies), within three days after receipt of Indemnitee’s INDEMNITEE's written request therefor, together with a written undertaking by Indemnitee INDEMNITEE to repay, no later than 90 days following receipt of a statement therefor from the CompanyCompanies, amounts (if any) expended by the Company Companies for such purpose, if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof, if Indemnitee INDEMNITEE elects to seek such an adjudication or arbitration, and otherwise in a determination (if required) pursuant to Section 4(a) hereof) that Indemnitee INDEMNITEE is not entitled to be indemnified against such judgments, penalties, fines or other amountsamounts (or, if INDEMNITEE has sought Interval Protection in his or her capacity as a Representative, if there is a final judicial determination of willful misconduct in the matter giving rise to the Proceeding as to which he obtained Interval Protection), provided that in no event shall the Company Companies pay the amount of any such judgment, penalty, fine or other amount except pursuant to Section 2, 4 (if applicable) or 6 hereof.

Interval Protection Against Premature Enforcement. During the interval between the Company’s receipt of Indemnitee’s request for indemnification and the latest to occur of (a) payment in full to Indemnitee of the indemnification to which he is entitled hereunder, or (b) a determination (if required) pursuant to Section 4(a) hereof or a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof (if Indemnitee elects to seek such an adjudication or arbitration) that Indemnitee is not entitled to indemnification hereunder, the Company shall provide “Interval Protection” which, for purposes of this Agreement, shall mean the taking of the necessary steps (whether or not such steps require expenditures to be made by the Company at that time) to stay, pending a final determination of Indemnitee’s entitlement to indemnification (and, if Indemnitee is so entitled, the payment thereof), the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunder) in order to avoid Indemnitee being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the procurement of a surety bond to achieve such stay or the loan to Indemnitee of amounts necessary to satisfy the judgments, penalties, fines or other amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Board of Directors by its approval of the form of the Indemnification Agreement (as hereinafter defined) having made the judgment that, in general, such loan or similar assistance may reasonably be expected to benefit the Company), within three (3) days after receipt of Indemnitee’s written request therefor, together with a written undertaking by Indemnitee to repay, no later than 90 ninety (90) days following receipt of a statement therefor from the Company, amounts (if any) expended by the Company for such purpose, if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof, if Indemnitee elects to seek such an adjudication or arbitration, and otherwise in a determination (if required) pursuant to Section 4(a) hereof) that Indemnitee is not entitled to be indemnified against such judgments, penalties, fines or other amounts, provided that in no event shall the Company pay the amount of any such judgment, penalty, fine or other amount except pursuant to Section Sections 2, 4 (if applicable) or 6 hereof.

Interval Protection Against Premature Enforcement. The Company and the Indemnitee agree that any Interval Protection (as defined below) provided for in this Section 9 is an Expense (as defined below). During the interval between the Company’s receipt of Indemnitee’s request for indemnification and the latest to occur of (a) payment in full to Indemnitee of the indemnification to which he Indemnitee is entitled hereunderentitled, or (b) a determination (if required) pursuant to Section 4(a) hereof 10 or a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof 12 (if Indemnitee elects to seek such an adjudication or arbitration) that Indemnitee is not entitled to indemnification hereunderindemnification, the Company shall provide “Interval Protection” whichthat, for purposes of this Agreement, shall mean the taking of the necessary steps (whether or not such the steps require expenditures to be made by the Company at that time) to stay, pending a final determination of Indemnitee’s entitlement to indemnification (and, if Indemnitee is so entitled), the payment thereof)payment, the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunderindemnification) in order to avoid Indemnitee Indemnitee’s being or becoming in default with respect to any such amounts (such the necessary steps to include, but not be limited to, the procurement of a surety bond to achieve such a stay or the loan to Indemnitee of amounts necessary to satisfy the judgments, penalties, fines or other amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Board of Directors by its approval of the form of the Indemnification this Agreement (as hereinafter defined) having made the judgment that, in general, such the loan or similar assistance may reasonably be expected to benefit the Company), within three (3) days after receipt of Indemnitee’s written request thereforrequest, together with a written undertaking by Indemnitee to repay, no later than 90 days following receipt of a statement therefor from the Company, amounts (if any) expended by the Company for such that purpose, if it is ultimately determined (in a final adjudication or conclusion of an arbitration pursuant to Section 4(e) hereof12, if Indemnitee elects to seek such an adjudication or arbitration, and otherwise in a determination (if required) pursuant to Section 4(a) hereof10) that Indemnitee is not entitled to be indemnified against such the judgments, penalties, fines or other amounts, provided that in no event shall the Company pay the amount of any such judgment, penalty, fine or other amount except pursuant to Section 2, 4 3, 5 or 13 (if applicable) or 6 hereof.). 4