Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article VII (which shall be governed by ‎Section 7.03) (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section 7.01 and ‎Section 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article Article VII (which shall be governed by ‎Section Section 7.03) (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section Section 7.01 and ‎Section Section 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the reasonable expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article Article VII (which shall be governed by ‎Section Section 7.03) (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an a signed, written 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section Sections 7.01 and ‎Section 7.02 or otherwise. Notwithstanding the foregoing, the Corporation shall have no obligation to make any payment provided in this Section 7.02 in the event the Board of Directors determines, in good faith, that the indemnitee seeking advancement of expenses has engaged in fraud or criminal conduct relating to the subject matter of the proceeding in which the indemnitee is seeking advancement of expenses.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s attorneys’ fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article Article VII (which shall be governed by ‎Section 7.03) Section 7.03 (hereinafter an “advancement of expenses”). Such advancement shall be unconditional, unsecured and interest free and shall be made without regard to indemnitee’s ability to repay any expenses advanced; provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an unsecured 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section Sections 7.01 and ‎Section 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in ‎Section 7.01, an indemnitee Section 8.1 of this Article VIII shall also have include the right to be paid advancement by the Corporation the of any and all expenses (including attorney’s feesincluding, without limitation, attorneys’ fees and expenses) incurred by the indemnitee in appearing at, participating in or defending any such proceeding Proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article VII (which shall be governed by ‎Section 7.03) (hereinafter an “advancement Advancement of expensesExpenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancementso requires, an advancement Advancement of expenses Expenses incurred by an indemnitee Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemniteeIndemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made solely pursuant to this Section 8.2 only upon delivery to the Corporation of an undertaking (hereinafter an “undertakingUndertaking”), by or on behalf of such indemniteeIndemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudicationFinal Adjudication”) that such indemnitee Indemnitee is not entitled to be indemnified or for such expenses under this Section 8.2. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 8.2 is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to advancement indemnification under Section 8.1 of expenses under ‎Section 7.01 and ‎Section 7.02 this Article VIII with respect to the related Proceeding or otherwisethe absence of any prior determination to the contrary.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section 7.01Article Fourteen, section (a), an indemnitee shall also have the right to be paid by the Corporation Company the expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article VII Article Fourteen (which shall be governed by ‎Section 7.03Article 14, section (c) (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation Company 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section 7.01 Article Fourteen sections (a) and ‎Section 7.02 (b) or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in ‎Section 7.01, an indemnitee this Agreement shall also have include the right to be paid by the Corporation Company the reasonable expenses Director and Officer (including attorney’s attorneys’ fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article VII (which shall be governed by ‎Section 7.03) (hereinafter an “advancement of expenses”); further provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancementDelaware Limited Liability Company Act requires, an advancement of expenses incurred by an indemnitee Indemnitee in his or her the capacity as a director Director or officer of the Corporation an Officer (and not in any other capacity in which service was or is rendered by such indemnitee, Indemnitee while a Director or an Officer including, without limitation, service to an employee benefit plan) shall be made solely only upon delivery to the Corporation Company of a written request accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and an undertaking (hereinafter an “undertaking”), if permitted by Federal law, by or on behalf of such indemniteeIndemnitee, 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 (hereinafter a “final adjudication”) that such indemnitee Indemnitee is not entitled to be indemnified under this Agreement, or entitled otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses under ‎Section 7.01 and ‎Section 7.02 or otherwiseto Indemnitee in connection with a proceeding initiated by Indemnitee only if such proceeding was authorized by the Board.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in ‎Section 7.01Section 1 of this Article VIII, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this ‎Article VII Article VIII (which shall be governed by ‎Section 7.03Section 3 of this Article VIII) (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL Delaware General Corporation Law requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the 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 from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under ‎Section 7.01 Sections 1 and ‎Section 7.02 2 of this Article VIII or otherwise.