Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, 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 was an Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any (including in preparation for) a Proceeding related to which the an Indemnifiable Event. Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the amount advanced in the event that extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification be indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation under the provisions of this Agreement, the Company to Company’s Bylaws or the Indemnitee hereunder and shall in no event be deemed to be a personal loanDGCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within twenty thirty (2030) days following delivery of a written request therefor by the 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.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a11(a) below, the Company Company, if requested by the Indemnitee, shall advance advance, to the fullest extent permitted by law, all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, 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 was an Agent agent of the Company (unless there has been a final determination Company. The Indemnitee hereby undertakes 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 indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of under this Agreement, the Company to Certificate, the Indemnitee hereunder and shall in no event be deemed to be a personal loanBylaws, Section 145 or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company (which written request shall include, if requested by the Company, reasonable detail underlying the expenses for which the expense advance is requested).

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice (a) Unless a determination is made pursuant to Section 7(a8.3(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 reasonably expenses incurred by the Indemnitee in connection with the investigation, 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 was an Agent agent of the Company (unless there has been a final determination Company. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loanCompany. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company. (b) The Company shall not be obligated to indemnify the Indemnitee for any amounts paid in settlement of a proceeding

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) belowIf requested by Indemnitee, the Company shall advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any (including in preparation for) a 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 was an Agent Indemnifiable Person or by reason of the Company (unless there has been a final determination that the anything done or not done by him in any such capacity. Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the amount advanced in the event that extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification be indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation under the provisions of this Agreement, the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loanCompany’s Certificate of Incorporation or Bylaws, Delaware Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty thirty (2030) days following delivery of a written request therefor by the 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.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a9(a) below, the Company shall advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, 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 was an Agent agent of the Company Company. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined (unless there has been as provided in Section 8(c) or, if sought by the Indemnitee, by final, non-appealable judgment of a final determination court of competent jurisdiction as provided for in Sections 8(e) or 11) that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification indemnified by the Company and (ii) satisfactory documentation supporting such Expensesas authorized hereby. Such advances are intended The Indemnitee’s obligation to be an obligation of reimburse the Company pursuant to the Indemnitee hereunder this Section 6 shall be unsecured and no interest shall in no event be deemed to be a personal loancharged thereon. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) 10 below, the Company shall advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, 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 was an Agent or has agreed to serve at the request of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) as an undertaking by or on behalf agent of the Company or by reason of anything done or not done by him or her in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the amount advanced in the event that extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification be indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loanas authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the Companyextent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the The Company shall advance all Expenses reasonably expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding proceeding or potential proceeding referred to in Section 2 to which the Indemnitee is a party or party, is threatened to be made a party by reason or could reasonably be expected to be a party or with respect to which the Indemnitee could otherwise be involved (including involvement as a witness as a result of the fact that the Indemnitee is or was Indemnitee’s service) as an Agent agent of the Company (unless there has been a final determination Company. The Indemnitee hereby undertakes to repay such amounts advanced if, but only if and to the extent that, it shall ultimately be determined pursuant to the provisions hereof that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to indemnification indemnified by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loanas authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty ten (2010) days following delivery of a written request therefor by the Indemnitee to the Company; provided however, that, if and to the extent that the Delaware General Corporation Law requires, an advancement of expenses incurred by the Indemnitee in his capacity as a director or officer shall be made only upon delivery of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision, from which there is no further right to appeal, that the indemnitee is not entitled to be indemnified for such expenses under this Agreement or otherwise.