Common use of Mandatory Advance Clause in Contracts

Mandatory Advance. Expenses incurred by or on behalf of the Indemnitee in connection with investigating, defending, settling or appealing any Proceeding described in Sections 1 or 2 hereof shall be paid by the Corporation in advance of the final disposition of such Proceeding. Except as provided in the following sentence, the Corporation shall promptly pay the amount of such Expenses to the Indemnitee, but in no event later than ten (10) calendar days following the Indemnitee’s delivery to the Corporation of a written request for an advance pursuant to this Section 7, together with a reasonable accounting of such Expenses. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an agent brought by the Corporation and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such agent’s duty to the Corporation or its shareholders, or (ii) any claim for which indemnification is excluded pursuant to this Agreement, but shall apply to any Proceeding referenced in Section 4.7(b) or Section 4.7(c) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Corporation.

Mandatory Advance. Expenses incurred by or on behalf of the Indemnitee in connection with investigating, defending, settling or appealing any Proceeding described in Sections Section 1 or Section 2 hereof shall be paid by the Corporation in advance of the final disposition of such Proceeding. Except as provided in the following sentence, the Corporation shall promptly pay the amount of such Expenses to the Indemnitee, but in no event later than ten (10) calendar days following the Indemnitee’s delivery to the Corporation of a written request for an advance pursuant to this Section 7, together with a reasonable accounting of such Expenses. The right to advancement of Expenses shall not apply to (i) any action, suit or proceeding against an officer, director or other agent of the Corporation brought by the Corporation and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such officer, director or other agent, wrongful disclosure of confidential information, or any other willful and deliberate breach in bad faith of such officer’s, director’s or other agent’s duty to the Corporation or its shareholders, or (ii) any claim for which indemnification is excluded pursuant to this Agreement, but shall apply to any Proceeding referenced in Section 4.7(b) or Section 4.7(c) of this Agreement prior to a determination that the person is not entitled to be indemnified by the Corporation.