Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 4 contracts

Samples: Indemnity Agreement (Veeva Systems Inc), Indemnity Agreement (Aldeyra Therapeutics, Inc.), Indemnity Agreement (Aldexa Therapeutics, Inc.)

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Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation or Bylaws and or the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (3010) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 4 contracts

Samples: Indemnity Agreement (Onto Innovation Inc.), Indemnification Agreement (Onto Innovation Inc.), Indemnification Agreement (Rudolph Technologies Inc)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably actually incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable EventEvent without regard to whether an Adverse Determination has been made. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined by a court or arbitral body of competent jurisdiction in a final and nonappealable decision that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Agreement or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayLuxembourg law. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (3010) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 2 contracts

Samples: Indemnification Agreement (Ardagh Metal Packaging S.A.), Indemnification Agreement (Ardagh Finance Holdings S.A.)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably actually incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayDGCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 2 contracts

Samples: Indemnity Agreement (ADS Waste Holdings, Inc.), Indemnity Agreement (Trestle Transport, Inc.)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably actually incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable EventEvent without regard to whether an Adverse Determination has been made. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined by a court or arbitral body of competent jurisdiction in a final and nonappealable decision that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, Agreement or the Company’s Certificate of Incorporation or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayDGCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (3010) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 2 contracts

Samples: Indemnity Agreement (Advanced Disposal Services, Inc.), Indemnity Agreement (Advanced Disposal Services, Inc.)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate Bylaws or the DGCL, and no other additional form of Incorporation or Bylaws and the GCL. No other undertaking with respect to such obligation to repay shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 2 contracts

Samples: Indemnity Agreement (Marin Software Inc), Indemnity Agreement (Proofpoint Inc)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses actually and reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation 's Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayDGCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s 's undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnity Agreement (Insightful Corp)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding Proceeding, to the fullest extent permitted by law, all Expenses actually and reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable EventEvent without regard to whether an Adverse Determination has been made. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined by a court or arbitral body of competent jurisdiction in a final and nonappealable decision that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, Agreement or the Company’s Certificate of Incorporation or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayDGCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (3010) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnity Agreement (Affinion Group Holdings, Inc.)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnity Agreement (Green Dot Corp)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation or Bylaws and or the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnification Agreement (Mobitv Inc)

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Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (3010) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Executive Employment Agreement (ShoreTel Inc)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repayDCGL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnification Agreement (Aeluma, Inc.)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty ten (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnification Agreement (ShoreTel Inc)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such all amounts so advanced if, and only if and to the extent that, it shall ultimately should be determined ultimately by final judicial decision from which there is no appeal that such Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation Bylaws or Bylaws and the GCL. No other undertaking Any Expenses advanced to Indemnitee hereunder shall be required, unsecured and advances shall not be made without regard subject to the accrual or payment of any interest thereon or to Indemnitee’s ability to repayrepay such amounts. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking right to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall such advancement is not be subject to the accrual or payment satisfaction of any interest thereonstandard of conduct.

Appears in 1 contract

Samples: Indemnity Agreement (Infoblox Inc)

Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate DGCL, and no additional form of Incorporation or Bylaws and the GCL. No other undertaking with respect to such obligation to repay shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

Appears in 1 contract

Samples: Indemnification Agreement (Diamond Foods Inc)

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