Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 3 contracts

Samples: Employment Agreement (Mam Software Group, Inc.), Employment Agreement (Mam Software Group, Inc.), Employment Agreement (Mam Software Group, Inc.)

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Mandatory Advancement of Expenses. Advancement. (a) Subject to Section 9 3.7 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, Incorporation or Bylaws of the Company, the General Corporation Law of Delaware or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnity Agreement (Commerx Inc), Indemnity Agreement (Pcquote Com Inc)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 below9(f), the Company shall advance all reasonable expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent Agent of the Company or by reason of anything done or not done by him in any such capacityCompany. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined pursuant to Section 8 that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, or Bylaws of the Company, the Law or otherwiseas authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 20 days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnity Agreement (Procyte Corp /Wa/), Indemnity Agreement (Procyte Corp /Wa/)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 10.1 below, the Company shall advance all expenses Expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent Agent of the Company or by reason of anything done or not done by him in any such capacityCompany. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined pursuant to Section 8 hereof that the Indemnitee is not entitled to be indemnified by the Company under as authorized hereby, and such undertaking should be deemed to satisfy the provisions requirements of this Agreement, the Certificate of Incorporation, or Bylaws Section 317(f) of the Company, the Law or otherwiseCode. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 20 days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Director Indemnification Agreement (Enova Systems Inc), Cepheid Indemnification Agreement (Cepheid)

Mandatory Advancement of Expenses. Advancement. Subject (a) Unless a determination is made pursuant to Section 9 8.3(f) of the Company's Articles of Incorporation that indemnification is not permissible and subject to Section 4(b) below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacityCompany. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Deltek Systems Corp)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 7(a) below, the Company shall advance all reasonable expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacityCompany. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, or Bylaws of the Company, the Law or otherwiseas authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Mitokor)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 below, the The Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, Incorporation or Bylaws of the Company, Company or the Law or otherwiseDGCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 20 days following the delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Ascent Energy Inc)

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Mandatory Advancement of Expenses. Advancement. Subject to Section 9 below, the The Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, Incorporation or Bylaws of the Company, the Law DGCL or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 20 days following the delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Grant Geophysical Inc)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 10 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him or her in any such capacity. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, or Bylaws of the Company, the Law or otherwiseas authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.. ​

Appears in 1 contract

Samples: Indemnity Agreement (Digital Brands Group, Inc.)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 10(a) below, the Company shall advance all expenses Expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent Agent of the Company or by reason of anything done or not done by him in any such capacityCompany. The Indemnitee hereby undertakes promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined pursuant to Section 7 hereof that the Indemnitee is not entitled to be indemnified by the Company under as authorized hereby, and such undertaking should be deemed to satisfy the provisions requirements of this Agreement, the Certificate of Incorporation, or Bylaws Section 317(f) of the Company, the Law or otherwiseCode. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 20 days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Separation Agreement and Release (Thoratec Corp)

Mandatory Advancement of Expenses. Advancement. Subject to Section 9 8 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was a director and/or an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation, Incorporation or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Computer Programs & Systems Inc)

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