Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by 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 or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.
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Samples: Limited Liability Company Agreement (Baker Hughes Inc), Limited Liability Company Agreement (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by 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 or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Baker Hughes Inc), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Prepayment of Expenses. The In addition to the obligation to indemnify conferred in Section 9.1, the Corporation shall, shall to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, law pay the expenses (including attorneys’ fees) incurred by a Covered Person any covered person, and may pay the expenses incurred by any employee or 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 such payment of expenses in advance of the final disposition of the proceeding Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person person to repay all amounts advanced if it should be ultimately determined that the Covered Person person is not entitled to be indemnified under this Article VII IX or otherwise.
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Samples: Registration Rights Agreement (Golden Arrow Merger Corp.)
Prepayment of Expenses. (a) The Corporation shall, corporation shall to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, law pay the expenses (including attorneys’ fees) incurred by 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 or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.
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Samples: Shareholders Agreement (Hyster-Yale Materials Handling, Inc.)
Prepayment of Expenses. The Corporation shall, shall to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, law pay the expenses (including attorneys’ fees) incurred by a Covered Person any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 or on behalf of the Covered Person person to repay all amounts advanced if it should be ultimately determined that the Covered Person person is not entitled to be indemnified under this Article VII V or otherwise.
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