Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. The right to indemnification conferred in Section 2 hereof shall include the right to be paid by the Company (within 2 business days of a request by Indemnitee) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to indemnification is applicable in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, if, but only if, the Delaware General Corporation Law ("DGCL") so requires, an Advancement of Expenses for Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of 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 Indemnitee is not entitled to be indemnified for such Expenses under this Agreement or otherwise.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 2 hereof 4.1, an indemnitee shall include also have the right to be paid by the Company Corporation on an as-incurred basis the expenses (within 2 business days of a request by Indemniteeincluding attorney’s fees) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to indemnification is applicable proceeding in advance of its final disposition (hereinafter an "Advancement “advancement of Expenses"expenses”); provided, however, that, if, but only if, if the Delaware General Corporation Law ("“DGCL"”) so requires, an Advancement advancement of Expenses for Indemnitee expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by Indemniteesuch indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an unsecured undertaking (hereinafter an "Undertaking"“undertaking”), by or on behalf of Indemniteesuch 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"“final adjudication”) that Indemnitee such indemnitee is not entitled to be indemnified for such Expenses expenses under this Agreement Section 4.2 or otherwise. All advances hereunder shall be interest free and shall be made without regard to indemnitee’s financial ability to repay any amounts advanced.

Right to Advancement of Expenses. The right to indemnification conferred in Section 2 hereof shall include the right to be paid by the Company (within 2 business days of a request by Indemnitee) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to indemnification is applicable in advance of its final disposition (an "Advancement of ExpensesADVANCEMENT OF EXPENSES"); provided, however, that, if, but only if, the Delaware General Corporation Law ("DGCL") so requires, an Advancement of Expenses for Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an "UndertakingUNDERTAKING"), by or on behalf of 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 AdjudicationFINAL ADJUDICATION") that Indemnitee is not entitled to be indemnified for such Expenses under this Agreement or otherwise.

Right to Advancement of Expenses. The right to -------------------------------- indemnification conferred in Section 2 hereof shall include the right to be paid by the Company (within 2 business days of a request by Indemnitee) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to indemnification is applicable in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, if, but -------- ------- only if, the Delaware General Corporation Law ("DGCL") so requires, an Advancement of Expenses for Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of 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 Indemnitee is not entitled to be indemnified for such Expenses under this Agreement or otherwise.

Right to Advancement of Expenses. The right to indemnification conferred in Section 2 hereof of this ARTICLE EIGHT shall include the right to be paid advancement by the Company Corporation of any and all expenses (within 2 business days of a request by Indemniteeincluding, without limitation, attorneys’ fees and expenses) the Expenses incurred or suffered by Indemnitee in connection with defending any such Proceeding for which such right to indemnification is applicable in advance of its final disposition (an "“Advancement of Expenses"”); provided, however, that, if, but only if, if the Delaware General Corporation Law ("DGCL") so requires, an Advancement of Expenses for incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 3 only upon delivery to the Company Corporation of an undertaking (an "“Undertaking"”), by or on behalf of such Indemnitee, 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 (a "“Final Adjudication"”) that such Indemnitee is not entitled to be indemnified for such Expenses expenses under this Agreement Section 3. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 3 is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 2 of this ARTICLE EIGHT with respect to the related Proceeding or otherwisethe absence of any prior determination to the contrary.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 2 (b) of this Article SEVENTH, an Indemnitee shall to the fullest extent not prohibited by the DGCL in effect on the date hereof shall include or as amended to increase the scope of permitted advancement, have the right to be paid by the Company Corporation the expenses (within 2 business days of a request by Indemniteeincluding attorneys’ fees) the Expenses incurred or suffered by Indemnitee in connection with defending any such Proceeding for which such right to indemnification is applicable in advance of its final disposition and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such expenses (hereinafter an "Advancement “advancement of Expenses"expenses”); provided, however, that, if, but only if, if the Delaware General Corporation Law ("DGCL") so DGCL requires, an Advancement advancement of Expenses for Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Indemnitee, including, without limitation, service to an employee benefit plan) expenses shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an "Undertaking"“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"“final adjudication”) that such Indemnitee is not entitled to be indemnified for such Expenses expenses under this Agreement Section (c) of Article SEVENTH or otherwise.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 2 hereof ‎27(a), an indemnitee shall include also have the right to be paid by the Company Company, to the fullest extent not prohibited by applicable law, the expenses (within 2 business days of a request including attorney’s fees) incurred by Indemnitee) the Expenses incurred indemnitee in appearing at, participating in or suffered by Indemnitee in connection with defending any Proceeding for which such right to indemnification is applicable 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 Section ‎27 (which shall be governed by Section ‎27(c) (hereinafter an "Advancement “advancement of Expenses"expenses”)); provided, however, that, if, but only if, if the Delaware General Corporation Law ("DGCL") so requiresDGCL requires or in the case of an advancement of expenses made in a proceeding brought to establish or enforce a right to indemnification or advancement of expenses, an Advancement advancement of Expenses for Indemnitee expenses incurred by an indemnitee in his or her capacity as a director or officer of the Company (and not in any other capacity in which service was or is rendered by Indemniteesuch indemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company of an undertaking (hereinafter an "Undertaking"“undertaking”), by or on behalf of Indemniteesuch 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"“final adjudication”) that Indemnitee such indemnitee is not entitled to be indemnified for such Expenses under this Agreement Section ‎27(a) and Section ‎27(b) or otherwise.