Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporation, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Manager, director, Officer, or other equity holder, manager, director or officer, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Manager, director, Officer, or other equity holder, manager, director or officer, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Governor, Manager, director, Officer, or other equity holder, governor, manager, director or officer, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporation, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Manager, director, Officer, or other equity holder, manager, director or officer, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC Law, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Manager, director, Officer, or other equity holder, manager, director or officer, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 5.4 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that that, if so required by the Delaware General Corporation Law as if the Company were a Delaware corporation, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Section Sections 5.4 and this Section 5.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Sole Member, Manager, director, Officer, or other equity holder, manager, director or director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Right to Advancement of Expenses. The (a) In addition to the right to indemnification conferred in Section 5.4 shall include ‎Section 6.1, an Indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Company Corporation the expenses (including, without limitation, including attorneys’ fees and expensesfees) incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); , provided, however, that if so required by the Delaware General Corporation Law as if the Company were a Delaware corporation, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 5.5 ‎Article VI or otherwise. The rights to indemnification and to the . (b) To receive an Advancement of Expenses conferred in Section 5.4 under this ‎Section 6.2, an Indemnitee shall submit a written request to the Secretary. Such request shall reasonably evidence the expenses incurred by the Indemnitee and this Section 5.5 shall include or be accompanied by the Undertaking required by ‎Section 6.2(a). Each such Advancement of Expenses shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be made within 20 days after the Sole Member, Manager, director, Officer, or other equity holder, manager, director or officer, and shall inure to receipt by the benefit Secretary of the Indemnitee’s heirs, executors and administratorsa written request for Advancement of Expenses.