Common use of Prepayment of Expenses Clause in Contracts

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

Appears in 2 contracts

Samples: Merger Agreement (Towers Watson & Co.), Merger Agreement (Willis Group Holdings PLC)

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Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a director or officer an Indemnitee in defending any proceeding Proceeding in advance of its final disposition, ; provided, however, that, to the extent required by law, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding Proceeding shall be made only upon receipt of an undertaking (an “Undertaking”) by or on behalf of the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article XIII or otherwise.

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.), Stock Purchase Agreement (Double Eagle Acquisition Corp.)

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

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a director or officer an Indemnitee in defending any proceeding in advance of its final disposition, providedPROVIDED, howeverHOWEVER, that, to the extent required by law, the such payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer Indemnitee to repay all amounts advanced if it should be ultimately determined that the director or officer Indemnitee is not entitled to be indemnified under this Article XIII VIII or otherwise.

Appears in 1 contract

Samples: Merger Agreement (Alliance HealthCare Services, Inc)

Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a director or officer an Indemnitee in defending any proceeding Proceeding in advance of its final disposition, disposition; provided, however, that, to the extent required by law, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding Proceeding shall be made only upon receipt of an undertaking (an “Undertaking”) by or on behalf of the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article XIII or otherwise.

Appears in 1 contract

Samples: Merger Agreement (PetIQ, Inc.)

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

Appears in 1 contract

Samples: Master Security Agreement (Tengion Inc)

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

Appears in 1 contract

Samples: Merger Agreement (Contango Oil & Gas Co)

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