Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 hereof, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof by the Board, shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.
Appears in 4 contracts
Samples: Affiliation Agreement (Sunpower Corp), Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 hereof, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof by the Board, Board of Directors shall be paid by the Corporation corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article 6VI.
Appears in 4 contracts
Samples: Merger Agreement (AvidXchange Holdings, Inc.), Bylaws, Merger Agreement (Alliance MMA, Inc.)
Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 7.1 hereof, or for which indemnification is permitted pursuant to Section 6.2 7.2 hereof, following authorization thereof by the Board, shall be paid by the Corporation corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.
Appears in 2 contracts
Samples: Merger Agreement (California Micro Devices Corp), Merger Agreement (On Semiconductor Corp)
Payment of Expenses in Advance. Expenses and attorneys' fees incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 hereof6.1, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof if otherwise authorized by the BoardBoard of Directors, shall be paid by the Corporation corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6VI.
Appears in 2 contracts
Samples: By Laws (Eagle Aero Holdings CORP), By Laws (Eagle Aero Holdings CORP)
Payment of Expenses in Advance. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 hereof, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof by the Board, Board of Directors shall be paid by the Corporation corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)
Payment of Expenses in Advance. Expenses and attorneys’ fees incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 hereof6.1, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof if otherwise authorized by the Board, shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6VI.
Appears in 1 contract
Samples: Merger Agreement
Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 hereof, 6.01 or for which indemnification is permitted pursuant to Section 6.2 hereof, 6.02 following authorization thereof by the Board, Board of Directors shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article 6.
Appears in 1 contract
Payment of Expenses in Advance. Expenses incurred in defending any action or proceeding Proceeding for which indemnification is required pursuant to Section 6.1 hereofshall be, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof by the BoardBoard may be, shall be paid by the Corporation Company in advance of the final disposition of such action or proceeding Proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article 6VI.
Appears in 1 contract