Limitation on Payment of Expenses. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by any of the Advisor or its Affiliates or Lincoln or its Affiliates, as applicable, or by any of their respective officers, directors, equity holders, members, partners, managers and employees, in advance of the final disposition of a proceeding. Such expenses shall be paid with respect to the Advisor or its Affiliates or Lincoln or its Affiliates, as applicable, or any of their respective officers, directors, equity holders, members, partners, managers and employees only if (in addition to any applicable procedures required by the MGCL) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (b) the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) such Person undertakes to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that such Person is not entitled to indemnification.
Appears in 8 contracts
Samples: Advisory Agreement (American Realty Capital - Retail Centers of America, Inc.), Advisory Agreement (American Realty Capital - Retail Centers of America, Inc.), Advisory Agreement (American Realty Capital - Retail Centers of America, Inc.)
