Undertaking to Repay Expenses. In the event it shall ultimately be determined that the Indemnitee is not entitled to be indemnified for the expenses paid by the Indemnitors pursuant to Section 1(b) hereof or otherwise or was not entitled to be fully indemnified, the Indemnitee shall repay to the Indemnitors such amount of the expenses or the appropriate portion thereof, so paid or advanced.
Undertaking to Repay Expenses. In the event it shall ultimately be determined that the Indemnitee is not entitled to be indemnified for the expenses paid by the Company pursuant to Section 1(b) hereof or otherwise or was not entitled to be fully indemnified, the Indemnitee shall repay to the Company such amount of the expenses or the appropriate portion thereof, so paid or advanced. Indemnitee shall reimburse the Company for any amounts paid by the Company as indemnification of expenses to the extent Indemnitee receives payment for the same expenses from any insurance carrier or from another party.
Undertaking to Repay Expenses. In the event it shall be finally determined that the Indemnitee is not entitled under this Agreement or otherwise to be indemnified for liabilities and/or expenses paid by the Corporation, the Indemnitee shall repay to the Corporation such amount of the liability and/or expenses, or the appropriate portion thereof, so paid or advanced to which the Indemnitee was not entitled.
Undertaking to Repay Expenses. In the event it shall ultimately be determined by a court that Indemnitee is not entitled to be indemnified for the expenses paid by the Partnership and the Company pursuant to Section 1(b) hereof or otherwise or was not entitled to be fully indemnified, Indemnitee shall repay to the Partnership and the Company such amount of the expenses, or the appropriate portion thereof, so paid or advanced. Indemnitee shall reimburse the Partnership and the Company for any amounts paid by the Partnership and the Company as indemnification of expenses to the extent Indemnitee receives payment for the same expenses from any insurance carrier or from another party.
Undertaking to Repay Expenses. (a) In the event it shall ultimately be determined that the Indemnitee is not entitled to be indemnified for the expenses paid by the Corporation pursuant to the provisions of this Agreement or otherwise or was not entitled to be fully indemnified, the Indemnitee shall repay to the Corporation such amount of the expenses or the appropriate portion thereof, so paid or advanced. This provision shall constitute the undertaking contemplated by Section 145(e) of the DGCL and no further assurances shall be required of Indemnitee before any expenses are advanced.
Undertaking to Repay Expenses. If a court determines that Indemnitee is not entitled to, or the Company is not obligated to pay, any amounts paid by the Company to Indemnitee under this Agreement, Indemnitee must repay the Company those amounts so paid or advanced within 30 days following such determination. In addition, to the extent that the Company assumes or reimburses any expenses, Indemnitee hereby assigns to the Company any rights to indemnification for those expenses that may arise from any other party (including any insurance proceeds) and agrees to pay to the Company any amounts that Indemnitee receives as reimbursement of those same expenses.
Undertaking to Repay Expenses. (a) In the event of a determination by a court (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee's conduct relating to any claim for indemnification constituted willful misconduct or recklessness, the Indemnitee shall repay to the Corporation such amount of the Expenses or the appropriate portion thereof, so paid or advanced; provided, however, that Indemnitee shall not be obligated to make such repayment if and to the same extent that, notwithstanding such final judicial determination, such court or the Corporation shall have determined that indemnification of some or all Expenses incurred by Indemnitee is appropriate and permitted under applicable law.
Undertaking to Repay Expenses. In the event that either (a) it shall ultimately be determined that an Indemnitee is not entitled to be indemnified for the Expenses paid by the Indemnitor pursuant to Section 2(a) or (b) any such advances made pursuant to Section 2(a) have not been used to pay Expenses, the Indemnitee shall repay to the Indemnitor such amount of the advanced Expenses or the appropriate portion thereof. Any advances and undertakings to repay pursuant to this Section 2 shall be unsecured and interest free.
Undertaking to Repay Expenses. If a court determines, by a final, non-appealable decision, that Indemnitee is not entitled to, or the Partnership is not obligated to pay, any amounts paid by the Partnership to Indemnitee under this Agreement, Indemnitee must repay the Partnership those amounts so paid or advanced within thirty (30) days following such determination. It is the intention of the parties hereto that, in the event of payment to Indemnitee by the Partnership under this Agreement, the Partnership shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, and Indemnitee agrees to execute all papers required and take all action necessary to secure such rights to the Partnership, including the execution of such documents necessary to enable the Partnership to bring suit effectively to enforce such rights; provided, however, that the Partnership (i) shall not have the right to be subrograted to Indemnitee’s rights against a Sponsor Company (or affiliates thereof, excluding the Companies and their subsidiaries) and (ii) shall not have the right to reimbursement from a Sponsor Company (or affiliates thereof, excluding the Companies and their subsidiaries), in each case, for any amounts that the Partnership pays for which Indemnitee is entitled to indemnification hereunder.
Undertaking to Repay Expenses. (a) In the event of a determination by a court (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee’s act or failure to act giving rise to the claim for indemnification did not satisfy the Indemnitee Conduct Standard or Indemnitee otherwise is not entitled to indemnity under Paragraph 2(a), the Indemnitee shall repay to the Company such amount of the Expenses or the appropriate portion thereof, so paid or advanced; provided, however, that Indemnitee shall not be obligated to make such repayment if and to the same extent that, notwithstanding such final judicial determination, such court or the Company shall have determined that indemnification of some or all Expenses incurred by Indemnitee is appropriate and permitted under applicable law.
