Common use of Prepayment of Expenses Clause in Contracts

Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Tax Receivable Agreement (FAST Acquisition Corp. II)

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Prepayment of Expenses. The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Sterling Chemicals Inc)

Prepayment of Expenses. The Corporation shall, to To the fullest extent not prohibited by applicable law, the Corporation shall pay the expenses (including reasonable attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding Claim in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding such Claim shall be made only upon receipt of an undertaking by the person such Covered Person to repay all amounts advanced if it should be ultimately determined that the person such Covered Person is not entitled to be indemnified under this Article IX ARTICLE V or otherwise.

Appears in 2 contracts

Samples: Stockholders Agreement (J.Jill, Inc.), Stockholders Agreement (J.Jill, Inc.)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law promptly pay the expenses (including attorneys' fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person such Covered Person to repay all amounts advanced if it should be ultimately determined that the person such Covered Person is not entitled to be indemnified under this Article IX Section 8.4 or otherwise.

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX Six or otherwise.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cogint, Inc.), Merger Agreement and Plan of Reorganization (Tiger Media, Inc.)

Prepayment of Expenses. The Corporation shall, to To the fullest extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX 7 or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jamba, Inc.), Agreement and Plan of Merger (Mavenir Systems Inc)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current covered person, and may pay the expenses incurred by any employee or former officer or director agent of the Corporation Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Registration Rights Agreement (Priveterra Acquisition Corp.), Agreement and Plan of Merger (Roth CH Acquisition II Co)

Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including including, without limitation, attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX X or otherwise.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)

Prepayment of Expenses. The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys' fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VI or otherwise.

Appears in 2 contracts

Samples: Voting Agreement (Cas Medical Systems Inc), Agreement and Plan of Merger (Celldex Therapeutics, Inc.)

Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Person identified in Section 7.1 in defending any Proceeding in advance of its final disposition; , provided, howeverhowever , that, to that the extent required by law, such payment of expenses incurred by a Person identified in Section 7.1 in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person such Person to repay all amounts advanced if it should be ultimately determined that the person such Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 2 contracts

Samples: Letter Agreement, Letter Agreement (National CineMedia, Inc.)

Prepayment of Expenses. The Corporation shall, to To the fullest extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX X or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement (Isos Acquisition Corp.)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; provided, however, that, to disposition provided that the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an Corporation receives a written undertaking by the person Covered Person to repay all amounts advanced reimburse the Corporation if it should shall ultimately be ultimately determined that the person is standards of conduct necessary for indemnification have not entitled to be indemnified under this Article IX or otherwisebeen met.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameritrans Capital Corp)

Prepayment of Expenses. The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys' fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX Section 14 or otherwise.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

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Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX XI or otherwise.

Appears in 1 contract

Samples: Investment Agreement (Crescent Financial Corp)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys' fees) incurred by any current covered person, and may pay the expenses incurred by any employee or former officer or director agent of the Corporation Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX IX- or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Desktop Metal, Inc.)

Prepayment of Expenses. The Corporation shall, to To the fullest extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX 6 or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp II)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending or otherwise participating in any Proceeding proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VI or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VI or otherwise.

Appears in 1 contract

Samples: Memorandum of Agreement (Bowater Inc)

Prepayment of Expenses. The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VI or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Curagen Corp)

Prepayment of Expenses. (a) The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 1 contract

Samples: Shareholders Agreement (Hyster-Yale Materials Handling, Inc.)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Franchise Group, Inc.)

Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VI or otherwise.

Appears in 1 contract

Samples: Business Combination Agreement (Aurora Technology Acquisition Corp.)

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