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. 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 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.
(b) Notwithstanding Subsection 4(a) hereof, the Corporation's Board of Directors shall be deemed to have determined that the Indemnitee is entitled to indemnification unless, within twenty (20) days, after submission of Indemnitee's request pursuant to Subsection 3(a) hereof, the Corporation's Board of Directors shall have notified the Indemnitee in writing that it has determined, by a majority vote of directors, based on clear and convincing evidence, that the Indemnitee is not entitled to indemnification under this Agreement. The evidence shall be disclosed to the Indemnitee in such notice which shall be sworn to by all directors who participated in the determination and voted to deny indemnification.
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.
(b) For purposes of any determination of the amount of Expenses, if any, subject to repayment under this Paragraph 4, such amount shall be determined taking into account the provisions of Paragraph 6(b) hereof.
Undertaking to Repay Expenses. In the event it shall ultimately be determined by a final adjudication in a court of competent jurisdiction that Indemnitee is not entitled under law to be indemnified for Expenses advanced by the Corporation pursuant to Section 2(a) hereof, by the Trustee pursuant to Section 5(b) hereof or otherwise or was not entitled to be fully indemnified for such advanced Expenses, Indemnitee shall repay to the Corporation such amount of Expenses or the appropriate portion thereof, so paid or advanced. Such undertaking shall be unsecured and interest-free.
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 losses or expenses hereunder, Indemnitee hereby assigns or partially assigns, as applicable, to the Company any rights to indemnification for those losses or 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 losses and expenses. It is the intention of the parties that, in the event of payment to Indemnitee by the Company under this Agreement, the Company 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 Company, including the execution of such documents necessary to enable the Company to bring suit effectively to enforce such rights.
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.
